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Operator:
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Good
morning, my name is Tamara and I will be your conference operator
today. At this time, I would like to welcome everyone to the
GHL Acquisition Corp. investor call. All lines have been placed
on mute to prevent any background noise. After the speaker’s
remarks, there will be a question-and-answer session. If you
would like to ask a question during this time, simply press star then the
number one on your telephone keypad. If you would like to
withdraw your question, press the pound key. Thank
you. Mr. Babski, you may begin your
conference.
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James
Babski:
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Thank
you, Operator. Before I review the structure of this morning’s
call I’d like to read the Safe Harbor statement. This
conference call could contain forward-looking statements about GHL
Acquisition Corp. or Iridium Satellite LLC within the meaning of the
Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that are not
historical fact. Such forward-looking statements are based upon
the current belief and expectations of the management of GHL Acquisition
Corp. and/or Iridium Satellite and are subject to risks and uncertainties
which could cause the actual results to differ from the forward-looking
statements.
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Such
risks are more fully disclosed in GHL Acquisition Corp.’s filings with the
SEC. The information set forth here in should be considered in
light of such risks. Neither GHL Acquisition Corp. nor Iridium
Satellite assume any obligation to update the information contained in
this conference call. I’d now like to turn the floor over to
Scott Bok, CEO of GHL Acquisition Corp.,
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| who will discuss the amendment to the transaction agreement we signed yesterday evening and give you an update of where we stand with the merger. | |
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Then,
we’ll hear from Matt Desch, Iridium Satellite’s CEO who will provide a
brief update on Iridium’s business and finally we’ll take your
questions. Now, I’ll turn it over to Scott
Bok.
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Scott
Bok:
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Thank
you, James. And good morning to all of you on the
line. It’s a pleasure to speak to you this morning and provide
an update on our transaction with Iridium. As we announced
yesterday evening, we’ve entered into an amendment to our transaction
agreement with Iridium in which we’ve meaningfully reduced the price of
which GHQ will acquire the company. This purchase price
reduction is solely a reflection of changes in equity market valuation
levels since our transaction was initially announced in September and was
not in any way a reflection on Iridium’s performance. In fact,
as Matt Desch will discuss later, Iridium is performing very well to the
current economic climate which is a testament to the value its customers
place on the Iridium service and to the success of some of its new
products.
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As
an example, a week or two ago the Financial Times gave Iridium’s new 9555
handset a glowing review and the feedback Matt and his team have been
hearing from customers is overwhelmingly positive. The basic
details of the amendment to the terms are as follows. Aggregate
consideration to Iridium’s current owners will be reduced by 15 percent
implying an enterprise value purchase price for Iridium of $517
million. This reduction in consideration will come entirely out
of the stock portion of the consideration although the 15 percent I
referred to earlier is a reduction to the total amount of consideration,
not just the stock portion. The 15 percent reduction also
applies to the shares under which Greenhill’s convertible note that we
purchased last fall would have converted into at the original deal
price.
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Additionally,
to facilitate the Iridium shareholders agreeing to this price reduction
Greenhill’s agreed to forfeit an additional two million GHQ warrants which
is obviously is a further reduction in the deal price from the perspective
of GHQ shareholders. Finally, we are eliminating the $120
million tender offer that would have closed concurrently with closing of
the
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In
combination, these amendments result in a post transaction, fully
distributed valuation for combined GHQ Iridium that we believe is very
attractive relative to publically traded comparable companies as well as
the market generally. In fact, if you do the math the fully
distributed enterprise value of the combined company after this price
reduction is approximately five times the midpoint of Matt’s guidance for
2009 operational EBITDA. Meanwhile Iridium is continuing to
grow it subscriber base and operational EBITDA at a faster rate than its
competitors even through the current economic downturn. In
fact, I think investors will struggle to find many companies in any sector
that are showing strong profitability and meaningful growth in the last
few quarters.
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Against
this backdrop of strong growth at Iridium, the amended transaction implies
a valuation relative to operational EBITDA that we believe our
shareholders, as well as new investors will appreciate. The
amendments will also provide the combined company with a slightly larger
cash balance as it begins life as a public
company.
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In
terms of other updates, we continue to progress with the regulatory
approach process both with the FCC and the SEC. Once these
processes are complete, we will move forward promptly to a shareholder
vote and the closing of the merger. With that, I’ll turn it
over to Matt who will provide a brief update on Iridium’s recent
performance and offer some insights on the year
ahead. Matt.
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Matt
Desch:
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Thanks,
Scott. Hello, everyone. We’ve experienced about four
months of business in 2009 so far and while we won’t be announcing our
first quarter results until some time in May, we believe we have a good
enough handle on our business in the current environment to provide
investors some guidance for the full year to help evaluate the
company.
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| As the announcement stated, we are still seeing subscriber growth despite the economic downturn and should see at least 20 percent growth in our |
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subscriber
base this year. We expect growth across all of our vertical
markets albeit at a more measured pace than in recent years such as the 37
percent growth we had last year during better economic
times. While it is true that the credit markets are impacting
some of our smaller partners and to a lesser extent the global recession
is impacting some of our end users the unique service that we provide
continues to represent a compelling value to the market segments we
serve. Our partners tell us that they are continuing to see
opportunities anchored by applications used by the government, industrial,
aviation, and maritime companies despite the ongoing
recession. Many of our subscribers are in industrial and
government sectors and we have less exposure to the consumer segments than
in most companies as we’ve explicitly avoided going after that market
directly.
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We
also believe that our revenues will grow in the low single
digits. Service revenues in both commercial and government
sectors are actually growing commensurate with our subscriber group but we
are expecting lower equipment sales this year than in past
years. That is due to tightening inventories at our partners
who are managing their businesses carefully in this
downturn. We’ve also been in the midst of significant product
introductions which occur infrequently for us for each of our major
products and we suspect this too has contributed to lower equipment
sales. For example, as Scott said, the new 9555 satellite
handset has been well received in the market, but we know our service
providers and their distributors have been working to sell off their older
inventories of the 9505A phone that they’ve sold for the previous four
years.
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Finally,
as a result of this revenue growth and our largely fixed business model,
operational EBITDA will still grow in the 11 to 20 percent range to
between 120 to 130 million for 2009. Given what we see with our
industry peers and other communication companies, I think this is pretty
good performance in one of the most difficult economic periods the world
has seen in recent times. This full year guidance is a clear
demonstration of how resilient our business model is and our continued
confidence in our business despite the times. With that, Scott,
I’ll turn it back over to you.
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Scott
Bok:
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Before
we take questions I want to make a couple of comments in
closing. First, we think this transaction has phenomenal
opportunity for holders of GHQ especially at the revised pricing and
valuation relative to Iridium’s comparables. Second, the
significance of Iridium’s performance in light of the current macro
economic climate cannot be overstated and is a testament to the quality of
this business for shareholders. We look forward to completing
our merger and continuing to see Iridium grow into the
future. Thank you all for your time and attention this
morning. Now, we’ll be happy to take any
questions. Operator.
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Operator:
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At
this time, I would like to remind everyone in order to ask a question,
please press star then the number one on your telephone
keypad. Your first question comes from the line of Chris Quitly
with Raymond James.
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Chris
Quilty:
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Good
morning, gentlemen. Could you just touch real quickly, are you
still targeting a May date for announcement on your next vendor
selection?
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Matt
Desch:
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We’re
going through the process now. We’ve completed phase three and
we’re in the evaluation and negotiation process with our primary – our
prime vendors. I think May is probably a little
aggressive. I think it will be a little later than that just
because we still have a lot of work to do to get the best deal possible
and pick the right supplier. But things are on
track. And we should see something probably later on in the
quarter some time this summer, at
least.
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Chris
Quilty:
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OK. And
does the timing of that announcement or the nature of who you select in
any way impact the ability to do your proposed hosted
payloads?
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Matt
Desch:
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No. It
doesn’t. I mean one of the things we identified is while
there’s a great opportunity for hosted or secondary payloads the decision
process and the pipeline that we were dealing with a year or two ago we
knew that it may take some time for those to actually
develop. So we’ve been working with our primes and their
proposals are – provide sort of a framework for us to be able to put a
secondary payload on up to a year or after when we actually contract for
this. So that was never a requirement to be done concurrent
with the prime selection.
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Chris
Quilty:
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OK. And
in terms of the military end market round about 20 percent of revenues,
any revelations coming out of the budget announcements by Secretary Gates
several weeks back. Obviously, the line item budget hasn’t been
made available but any major programs or opportunities as a result in the
shift of where they’re spending
money?
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Matt
Desch:
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Well,
I mean (inaudible) those were high level phrases that were described, and
I would say overall I’m pleased by what I hear. There seems to
be a drive to being smarter about costs, using commercial operators where
possible, going to smaller satellites at times and public/private
partnerships et cetera you know weren’t involved in any of his priorities
that he’s producing but there still is a lot of room in the budget for
kinds of things that we can do. And you know I should say just
in the press we said 20 percent, it is an important fundamental part, not
just the U.S. DOD but other governmental customers around the
world. We have a long term contract with the DOD. We
have a number of R&D contracts developing new features. And
I’m encouraged that there are both those opportunities and others we
haven’t still yet explored with them as possible
now.
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Scott
Bok:
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Matt,
Scott here. I would just add to that while certainly we’re not
experts on reading the tea leaves of defense department statements I mean
to the extent that there’s a trend away from kind of huge systems and huge
programs and more towards you know tactical and special forces type
capabilities where we do think that benefits us. Because we
obviously you know our products obviously fall in the latter
category.
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Chris
Quilty:
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Right. And
specific to the issue of the software or hardware revenues, what’s the
expected impact been margins either in the first quarter, or full
year.
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Matt
Desch:
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No
guidance in terms of we don’t really provide the margins overall but
overall, as you can expect, the equipment margins while they’re still
positive and strong are far less than service revenue margins for the
service. Because most service revenues fall right to the bottom
where we’re putting the revenues up to sales components. So the
mix is changing. And less lower margin and more higher margin
equipment, but overall that’s why the revenues are lower but while we
still have good operational EBITDA
growth.
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Scott
Bok:
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And
I think from an acquirer’s point of view the way we look at it in GHQ is
that we love the equipment sales, but frankly I think the earnings flow
you would attach normally the higher valuation to would be the services
because there’s almost no incremental costs and you know the bigger the
install base is the more that kind of perpetuity comes into
place. Equipment sales you would expect would ebb and flow a
little bit with the economy. But I think the mix change here is
probably a positive for us.
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Chris
Quilty:
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OK. And
I guess the elephant in the room question is Globalstar getting a bailout
from the French. I assume you know when you look at your
multiyear forecasting of the business is it fair to assume that your
projections had always included an assumption that they would in some way
get funded? Or you know what’s your thoughts on how that all
plays out?
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Matt
Desch:
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Absolutely. I
always assumed that Thermo, their primary shareholder, would invest in the
company and keep them afloat. So you know I think this is just
a difference in how they really ultimately got funded. You know
the bottom line is still that with the additional funding they’re not
going to have a good network for the next couple of years and we’re not
going to see them in the marketplace. And at the same time you
probably saw that Inmarsat have sort of delayed their entrance into
competitive markets the handset market, et
cetera.
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So
overall you know the business that we expected a couple of years ago is
still really what’s out there. And what we’ve sort of built our
whole business plan around has not really changed as a result of that
funding. What has changed, though, is that there seems to be
appetite for I’d call governmental or country sponsorship of
industry. And given that we are at a unique point where we’re
actually making selections on satellite providers you know I’d like to see
if we can take advantage of some of that too. Not so much that
we need it immediately but in terms of providing low cost or long-term
financing for additional flexibility I think that’s – that can only be
positive. So I think it sort of opened up an opportunity if
anything else that we’re going to continue to look
into.
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Chris
Quilty:
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Great. And
final question just you know your full year forecast I don’t think you
work off a huge backlog of customer orders. Where do you – are
you seeing the strongest growth in terms of vertical market sector or you
know the best visibility that gives you the confidence to predict the type
of growth this year?
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Matt
Desch:
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Well,
as I said, all of our segments are still growing, albeit at a different
rate. Maritime is holding up very well. You know we
still see – this may be half empty but the crew are stilling calling
home. But we’re really not seeing a big shift really
there.
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Aviation
is obviously affected, especially publicity for new starts, but that
really hasn’t affected us so much because those airplanes really aren’t
going into mothballs and primarily we’re getting still monthly fees from
all of them and we’re still getting a lot of helicopter growth et
cetera.
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The
DOD continues to remain pretty much as it’s been. Handsets are
probably the most off but it’s still growing. And the M-to-M
business also continues to be one of our highest growth
businesses. So we’re seeing it across the board still growth
but obviously just all of it’s been affected in a little different ways
(inaudible) capital markets or the
recession.
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Chris
Quilty:
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Openport,
there were some channel rumblings about the performance of that product,
have you ironed out all of those issues? And is that actively
selling on a commercial basis now?
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Matt
Desch:
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That
product is working very well. I think you’ll see some news out
on that soon. It’s performing exceptionally. The
product is exactly what we thought it was going to be and worked exactly
as we hoped and our partners are quite excited about it and I think you’ll
see more about that soon.
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Operator:
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Again,
to ask a question, please press star then the number one on your telephone
keypad. Your next question comes from the line of Ivy De
Dianous with Fox-Pitt.
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Ivy
De Dianous:
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Hi,
good morning. I have a question with Greenhill is the
forfeiture of warrants going to have some kind of marks for
Greenhill?
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Scott
Bok:
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I
mean that’s probably a question I’d suggest you call our CFO – the CFO of
Greenhill & Co. and talk about it. It’s not – it’s probably
a more complicated question. It’s something that has no
immediate impact but obviously the transaction goes through, which has
quite a significant impact on Greenhill. And to understand
that, I suggest you talk to our CFO about
that.
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Ivy
De Dianous:
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OK. Thanks.
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Scott
Bok:
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Sure.
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Operator:
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Again,
to ask a question, please press star then the number one on your telephone
keypad.
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Scott
Bok:
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OK. If
there are no further questions, that’s terrific. We thank
everybody for your time and we look forward to putting up additional
announcements of first quarter and regulatory approvals and things like
that as we go forward. Thank
you.
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Matt
Desch:
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Thanks
everybody. This concludes today’s conference
call. You may now
disconnect.
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END
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