News Release
GHL
ACQUISITION CORP. AND IRIDIUM HOLDINGS LLC
ANNOUNCE
AMENDMENT TO TRANSACTION AGREEMENT
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Transaction
Cost to GHL Acquisition Reduced by 15% to Reflect Changes in Market
Valuation Levels Since Transaction
Announcement
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Iridium
Expects Full-Year 2009 Operational EBITDA of $120-130 million,
Up 11 to 20% Over 2008, Reflecting Continued Strength of the Business in
the Face of Weak Global Economy
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NEW YORK,
NY and BETHESDA, MD, April 28, 2009 – GHL Acquisition Corp. [NYX: GHQ] (“GHL
Acquisition”) and Iridium Holdings LLC (“Iridium” or the “Company”), a leading
provider of voice and data mobile satellite services, today jointly announced
the signing of an amendment to the definitive agreement under which they plan to
combine. Under the terms of the amendment, the aggregate consideration payable
by GHL Acquisition to Iridium’s existing shareholders will be reduced by 15%, a
reflection of the changes in market valuation levels since the transaction was
announced in September 2008. The amended agreement, unanimously
approved by the Board of Directors of GHL Acquisition and Iridium as well as
Iridium’s major shareholders, values Iridium at an enterprise value of
approximately $517.3 million1.
Scott L.
Bok, Chief Executive Officer of GHL Acquisition, said: “We continue to believe
Iridium will be a great investment for us, and the Company’s guidance today
makes clear that the price reduction is a function of lower equity market
valuations rather than any disappointments relative to the Company’s strong
record of growth and profitability. The new purchase price negotiated with
Iridium’s current shareholders takes into consideration the decline in global
markets since the transaction was announced in September 2008, and allows the
Company to retain a slightly larger cash balance post-transaction, reflecting
both lower equity market valuations generally and our desire to reduce the
Company’s needs for future outside financing. With the amendments to
our transaction agreement announced today, we believe the pro forma fully
distributed valuation of our combined company is even more attractive relative
to Iridium’s closest comparables.”
Matt
Desch, Chief Executive Officer of Iridium, said: “Considering the current
economic backdrop, Iridium’s growth and profitability are a testament to the
Company’s business model and mission-critical position with its
customers. We anticipate that our subscriber base will experience
growth of approximately 20% this year. We also anticipate
strong growth in commercial and government service revenues that will be
partially offset by a decline in equipment sales, resulting in total revenue
growth in the low single digits over
the full
year 2008. This, combined with our largely fixed cost business model,
is expected to result in Operational EBITDA for the full year 2009 of between
$120 and $130 million, implying a growth rate of between 11% and 20% over the
full year 2008. With these strong results and the amendments to the
transaction agreement announced today, we believe Iridium is better positioned
than ever to complete the planned transaction and continue its impressive growth
trajectory.”
Separately,
Greenhill & Co. agreed to forfeit 2.0 million additional warrants purchased
by it from GHL Acquisition in a private placement concurrently with GHL
Acquisition’s IPO. In addition, GHL Acquisition has withdrawn its
plan to launch a tender offer for GHL Acquisition shares concurrent with closing
of the combination with Iridium.
Details
of the Amended Transaction
Under
amended terms of the transaction:
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The
transaction values Iridium at an enterprise value of approximately $517.3
millioni.
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Current
shareholders of Iridium will receive $77.1 million of cash and
approximately 29.4 million common shares upon completion of the
transaction. Additionally, after closing of the transaction,
current shareholders of Iridium will receive a $25.5 million payment for
facilitating a step-up in the tax basis of Iridium’s assets, resulting in
future tax savings for the Company.
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Remaining
cash held in trust will be available to retire Iridium’s current net
indebtedness of approximately $145.8 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.
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Greenhill
& Co.’s $22.9 million pre-completion investment in Iridium will be
convertible into approximately 1.9 million GHL Acquisition
shares.
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Post-transaction
and after the Greenhill & Co. forfeitures described below, GHL
Acquisition will have approximately 78.4 million shares and 44.1 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 68.4 million shares and
44.1 million warrants will be
outstanding.
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Completion
of the transaction is subject to Federal Communications Commission approval, GHL
Acquisition stockholder approval and other customary closing conditions, and is
expected to occur this summer.
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) 4,000,000 private
placement warrants. These forfeitures will reduce the combined
company’s shares and warrants outstanding immediately post-closing.
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.
Conference
Call Information
GHL
Acquisition and Iridium will host a conference call for analysts, investors and
other interested parties on Wednesday, April 29, 2009, at 9:30 a.m. Eastern Time
(ET) to discuss the transaction.
To
participate, please call the toll-free number 866-481-9047 (U.S. callers only)
or, from outside the U.S., 706-902-1870. The passcode for the live call is
97492335. For those unable to participate in the live call, a replay
of the call will be available for 30 days toll-free at 800-642-1687 (U.S.
callers only), or at 706-645-9291 (callers outside the U.S.). The passcode for
the replay is 97492335.
Additional
Facts about Iridium Holdings LLC
Iridium
Holdings LLC, of which Iridium Satellite LLC (www.iridium.com) is the primary
subsidiary, is the only mobile satellite service (MSS) company offering coverage
over the entire globe. The Iridium constellation of low-earth orbiting (LEO),
cross-linked satellites provides critical voice and data services for areas not
served by terrestrial communication networks. Iridium’s subscriber growth has
been driven by increasing demand for reliable, global communications. Iridium
serves commercial markets through a worldwide network of hundreds of
distributors, and provides services to the U.S. Department of Defense, and other
U.S. and international government agencies. The company’s customers represent a
broad spectrum of industry, including maritime, aeronautical,
government/defense, public safety, utilities, oil/gas, mining, forestry, heavy
equipment and transportation. 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, Md. and is currently privately held.
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, Tokyo,
Toronto, Chicago, Dallas and San Francisco.
Non-GAAP
Financial Measures
In
addition to disclosing financial results that are determined in accordance with
US GAAP, Iridium discloses Operational EBITDA, which is a non-GAAP financial
measure and management believes it is the most comparable measure to GAAP net
income. Operational EBITDA represents earnings before interest;
income taxes; depreciation and amortization; Iridium NEXT (second-generation
system development) revenue and expenses; and expenses associated with the
proposed transaction with GHL Acquisition. Additionally, Operational
EBITDA does not include the impact of purchase accounting and other
transaction-related adjustments that will be reflected in post-transaction
performance. Operational EBITDA does not represent and should not be
considered an alternative to GAAP measurements, such as net income, and the
Company’s calculations thereof may not be comparable to similarly entitled
measures reported by other companies. Management uses Operational
EBITDA to manage the Company’s business including preparation of its annual
operating budget, financial projections and compensation plans.
The
Company uses Operational EBITDA as a supplemental measure for operating
performance because, by eliminating interest, taxes, depreciation and
amortization, transaction expenses and Iridium NEXT revenue and expenses, the
Company believes it is a useful measure across time in evaluating the Company’s
performance. The Company believes that Operational EBITDA is also useful to
investors because like measures are frequently used by securities analysts,
investors and other interested parties in their evaluation of companies in
similar industries. As indicated, Operational EBITDA does not include interest
expense on borrowed money or depreciation expense on the Company’s capital
assets or the payment of income taxes, which are necessary elements of the
Company’s operations. Because Operational EBITDA does not account for these
expenses, its utility as a measure of the Company’s operating performance has
material limitations. Because of these limitations, the Company’s management
does not view Operational EBITDA in isolation and also uses other measurements,
such as net income, revenues and operating profit, to measure operating
performance. Iridium’s calculations of Operational EBITDA may also differ from
the calculation of Operational EBITDA or like measures by its competitors and
other companies and, as such, their utility as comparative measures is
limited.
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 estimates will be achieved, 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 has filed with the SEC a
preliminary proxy statement (which it expects to amend shortly to reflect the
revised terms of the transaction) 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.
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, 2008,
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.
Contacts
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For
GHL Acquisition Corp.
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For
Iridium
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James
Babski
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Liz
DeCastro
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GHL
Acquisition Corp.
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Iridium
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212-372-4180
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301-571-6257
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jbabski@greenhill.com
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liz.decastro@iridium.com
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Jeffrey
Taufield
Kekst and
Company
212-521-4800
Jeffrey-taufield@kekst.com
1
Enterprise value is calculated as $77.1 million of cash to Iridium holders plus
$294.4 million of GHL Acquisition shares (valued at $10.00 per share) to Iridium
holders plus Iridium net indebtedness of $145.8 million as of December 31, 2008
(including $22.9 million Greenhill note).