GHL
Acquisition Corp. Announces Warrant Restructuring
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Approximately
26.8 Million Additional Warrants Eliminated or
Restructured
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Improves
Transaction Economics for
Shareholders
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Meaningfully
Reduces Post-Closing Warrant
Overhang
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NEW YORK,
July 29, 2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.U and
GHQ.WS) announced today that it has entered into agreements with certain
warrantholders as a result of which approximately 26.8 million GHL Acquisition
warrants will be repurchased or restructured upon closing of its acquisition of
Iridium Holdings LLC (“Iridium”). The warrants subject to these
agreements, combined with those subject to an agreement with Banc of America
Securities LLC (“Banc of America”) previously disclosed, represent approximately
69% of the 44.1 million warrants that would otherwise have been outstanding
following the acquisition of Iridium. These repurchases and
restructurings are in addition to all previously announced warrant forfeitures
by Greenhill & Co., Inc. (“Greenhill”) (NYSE: GHL), the sponsor of GHL
Acquisition. The effect of the agreements with warrantholders is to
significantly reduce the number of fully diluted GHL Acquisition shares that
will be outstanding following completion of the acquisition of Iridium. The
acquisition of Iridium remains subject to Federal Communications Commission
approval, as well as approval by GHL Acquisition shareholders.
Scott L.
Bok, Chief Executive Officer of GHL Acquisition, commented: “We believe that the
warrant restructuring announced today, in combination with a number of steps we
have already taken, further increases the attractiveness of our proposed
acquisition of Iridium. Prior to today, we had negotiated a 15%
reduction in the originally agreed purchase price of Iridium, reduced our
underwriter’s deferred underwriting fee by approximately $8.2 million, agreed to
repurchase approximately 3.7 million warrants held by our underwriter at a
discount and agreed with our sponsor, Greenhill, that it will forfeit
approximately 12.4 million warrants. Today’s announcement, combined
with the continuing attractiveness of Iridium’s business, makes us more
enthusiastic than ever about the valuation at which we are acquiring the
company.”
Summary
terms of today’s warrant restructuring are as follows:
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Approximately
12.4 million existing warrants will be repurchased by GHL Acquisition for
a total of approximately $3.1 million of cash and approximately $12.4
million of GHL Acquisition common shares, with the number of shares to be
determined based on the offering price per common share of GHL Acquisition
(subject to a minimum of one-tenth of a share per warrant) in a future
equity offering which will be conditioned upon the closing of the Iridium
acquisition.
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Approximately
14.4 million existing warrants will be restructured to increase their
strike price to 115% of the offering price per common share of GHL
Acquisition (subject to a maximum strike price of $11.50) in a future
equity offering which will be conditioned upon the closing of the Iridium
acquisition and will have their expiration date
extended
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by
two years to February 2015. The approximately 14.4 million
warrants being restructured in this manner include the 4.0 million
remaining private placement warrants held by Greenhill that have not been
forfeited and 0.4 million warrants currently held by Scott L. Bok,
Chairman and Chief Executive Officer of GHL Acquisition, and Robert H.
Niehaus, Senior Vice President of GHL
Acquisition.
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The
above warrant repurchases and restructurings are in addition to the
previously announced repurchase of approximately 3.7 million warrants
currently owned by Banc of America for approximately $1.8 million in
aggregate and to Greenhill’s previously announced forfeitures of
approximately 12.4 million warrants, both of which will occur concurrently
with the closing of the Iridium acquisition, should it
occur.
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After
reflecting today’s agreement, Greenhill’s stake in GHL Acquisition
post-closing will include: (i) approximately 6.9 million GHL Acquisition
common shares, which it received for founding GHL Acquisition and making
an $8 million initial investment; (ii) upon conversion, approximately 1.9
million GHL Acquisition common shares resulting from conversion of its
$22.9 million convertible note investment in Iridium; and (iii) 4.0
million GHL Acquisition warrants with an out-of-the-money strike price as
described above.
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At
the closing of the acquisition, including the effects of all warrant
restructurings announced to date, there will be approximately 13.7 million
GHL Acquisition warrants with a $7.00 strike price outstanding and
approximately 14.4 million GHL Acquisition warrants with an
out-of-the-money strike price as described
above.
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GHL
Acquisition currently anticipates that the agreements announced today will
constitute the last adjustment of valuation-related or other terms of the
planned acquisition and currently anticipates holding its shareholder vote on
the Iridium acquisition in September 2009. Closing of the acquisition
is subject to, and will occur as soon as practicable following, a favorable
shareholder vote and also remains subject to approval by the Federal
Communications Commission.
Conference
Call Information
GHL
Acquisition will host a conference call for analysts, investors and other
interested parties on Wednesday, July 29, 2009, at 2:00 p.m. Eastern Time (ET)
to discuss today’s announcement. 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 22359735. A
transcript of the conference call will be filed by GHL Acquisition as part of a
Form 8-K with the Securities and Exchange Commission.
About
GHL Acquisition Corp.
GHL
Acquisition is a special purpose acquisition company launched in February 2008
in an initial public offering raising $400 million of gross proceeds. Founded by
Greenhill, 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.
Forward-Looking
Statements and Other Disclosure
This
press release contains, and GHL Acquisition’s management may make, certain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. 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 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 to differ
materially from any future results, performance or achievements expressed or
implied by such 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, and competitive, legal, governmental and technological factors.
There is no assurance that GHL Acquisition’s expectations will be realized. If
one or more of these risks or uncertainties materialize, or if GHL Acquisition’s
underlying assumptions prove incorrect, actual results may vary materially from
those expected, estimated or projected. GHL Acquisition’s
forward-looking statements speak only as of the date of this press release or as
of the date they are made, and, except as required by law, GHL Acquisition
undertakes no obligation to update forward-looking statements.
This
press release is for informational purposes only and does not constitute an
offer of any securities for sale.