UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 11,
2009
|
|
GHL
ACQUISITION CORP.
|
(Exact
name of registrant
as
specified in charter)
|
|
|
|
|
|
|
|
|
DELAWARE
|
001-33963
|
22-1344998
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
300
Park Avenue, 23
rd
Floor, New York, NY 10022
|
(Address
of principal executive offices)
|
|
|
|
|
Registrant’s
telephone number, including area code:
(212)
389-1500
|
|
Not
Applicable
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
x
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
TABLE
OF CONTENTS
Additional
Information and Where to Find It
Participants
in the Solicitation
Item
1.01 Entry into Material Definitive Agreements
Item
9.01 Financial Statements and Exhibits
INFORMATION
TO BE INCLUDED IN THIS REPORT
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
CURRENT REPORT ON FORM 8-K IS BEING MADE IN CONNECTION WITH THE PROPOSED
ACQUISITION (THE “ACQUISITION”) AND RELATED TRANSACTIONS INVOLVING GHL
ACQUISITION CORP. (“GHQ”) AND IRIDIUM HOLDINGS LLC (“IRIDIUM
HOLDINGS”). IN CONNECTION WITH THE ACQUISITION, GHQ FILED WITH THE
SECURITIES EXCHANGE COMMISSION (“SEC”) A DEFINITIVE PROXY STATEMENT AND HAS
MAILED A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO GHQ’S
STOCKHOLDERS. THE INFORMATION CONTAINED IN THIS COMMUNICATION IS NOT
COMPLETE AND MAY BE CHANGED. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, GHQ’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ
GHQ’S DEFINITIVE PROXY STATEMENT, AND ANY AMENDMENTS THERETO, IN CONNECTION WITH
GHQ’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 HOLDINGS, GHQ AND THE PROPOSED
ACQUISITION. THE DEFINITIVE PROXY STATEMENT WAS MAILED TO GHQ
STOCKHOLDERS OF RECORD AS OF AUGUST 27, 2009. STOCKHOLDERS AND OTHER
INTERESTED PERSONS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE, AT THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV OR BY
DIRECTING A REQUEST TO: MACKENZIE PARTNERS, INC. BY CALLING
800-322-2885.
PARTICIPANTS
IN THE SOLICITATION
GHQ AND
ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES TO GHQ’S STOCKHOLDERS IN CONNECTION WITH THE
ACQUISITION. A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND
A DESCRIPTION OF THEIR INTERESTS IN GHQ IS CONTAINED IN GHQ’S REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, AND GHQ’S DEFINITIVE PROXY
STATEMENT WHICH ARE FILED WITH THE SEC. GHQ’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
GHQ’S DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED OR 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.
Item
1.01 Entry into Material Definitive Agreements
On
September 11, 2009 and September 14, 2009, GHL Acquisition Corp. (“
GHQ
”) issued press releases
announcing that it had entered into additional agreements (the “
Share Purchase Agreements
”) to
repurchase 1,574,505 shares of its common stock in privately negotiated
transactions from certain of its stockholders (the “
Sellers
”), subject to the
closing of its pending acquisition of Iridium Holdings LLC (the “
Acquisition
”). The
Share Purchase Agreements provide that the shares will be repurchased for a
price per share equal to the greater of (i) $10.10 per share and (ii) the price
per share at which GHQ common stock is sold in a future public
offering. GHQ plans to use the proceeds from such future public
offering to finance the share repurchases.
The
Sellers of the shares to be repurchased have granted GHQ a proxy over the shares
to be repurchased, and GHQ intends to vote the repurchased shares in favor of
the Acquisition and the related proposals at the special meeting of its
stockholders scheduled for September 23, 2009. The aggregate number
of shares subject to the Share Purchase Agreements and the other previously
announced agreements represent approximately 40.8% of the 40 million shares
eligible to vote at the special meeting.
A copy of
the press releases dated September 11, 2009 and September 14, 2009 are attached
hereto as Exhibit 99.1 and 99.2 and are incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
99.1
|
Press
Release, dated September 11, 2009 on Additional Share Purchase
Agreements
|
99.2
|
Press
Release, dated September 14, 2009 on Additional Share Purchase
Agreements
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
GHL
Acquisition Corp.
|
|
|
|
|
|
|
|
|
|
Date:
|
September
15, 2009
|
|
By:
|
/s/
Harold J. Rodriguez, Jr.
|
|
|
|
|
|
Name:
|
Harold
J. Rodriguez, Jr.
|
|
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
EX-99.1
|
Press
Release, dated September 11, 2009 on Additional Share Purchase
Agreements
|
EX-99.2
|
Press
Release, dated September 14, 2009 on Additional Share Purchase
Agreements
|