000136686812/31FALSE00013668682022-11-152022-11-15
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): November 16, 2022
(November 15, 2022)
GLOBALSTAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-33117 |
41-2116508 |
(State or Other Jurisdiction of Incorporation)
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(Commission
File Number) |
(IRS Employer
Identification No.) |
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1351 Holiday Square Blvd. |
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Covington, |
LA |
70433 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (985)
335-1500
N/A
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
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Common Stock, par value $0.0001 per share |
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GSAT |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive Agreement.
Exchange Agreement for Thermo Debt Conversion; Issuance of
Preferred Stock
In connection with our Partner's launch of Services on November 15,
2022, to satisfy Globalstar, Inc.'s (the "Company") obligation to
complete the Thermo Debt Conversion (as described in the Company's
Current Report on Form 8-K filed September 7, 2022), the Company
entered into an Exchange Agreement dated as of November 15, 2022
(the “Exchange Agreement”) with affiliates of Thermo Companies
(collectively, "Thermo") and certain other lenders (collectively,
the “Exchanging Lenders”) providing for the exchange of all the
outstanding principal amount of, and accrued and unpaid interest
on, the Exchanging Lenders’ loans under the 2019 Facility Agreement
for
its 7.0%
Perpetual Preferred Stock, Series A,
liquidation preference $1,000 per share (the “Series A Preferred
Stock”), the terms of which are set forth in the Company's
Certificate of Designation to its Third Amended and Restated
Certificate of Incorporation filed with the Secretary of State of
the State of Delaware on November 15, 2022.
Pursuant to the terms of the Exchange Agreement, on November 15,
2022, the Company exchanged a total of $149.4 million outstanding
principal amount of, and accrued and unpaid interest on, the
Exchanging Lenders’ loans under the 2019 Facility Agreement,
including all loans held by Thermo, for a like aggregate
liquidation preference of Series A Preferred Stock in a transaction
exempt from registration under the Securities Act of 1933 pursuant
to Section 4(a)(2) thereof.
Holders of Series A Preferred Stock will be entitled to receive,
when, as and if declared by the Company’s Board of Directors or a
committee thereof, cumulative cash dividends based on the
liquidation preference of the Series A Preferred Stock, at a fixed
rate equal to 7.00% per annum, payable quarterly in arrears on
January 1, April 1, July 1 and October 1 of each year, beginning on
January 1, 2023. The Series A Preferred Stock ranks: (i) senior in
right of payment to all securities designated as junior securities,
including the Company’s common stock; (ii)
pari passu
in right of payment with all securities designated as parity
securities; and (iii) junior in right of payment to any securities
designated as senior securities. As long as any Series A Preferred
Stock remains outstanding, the Company is generally prohibited from
issuing any equity securities that are senior securities without
the affirmative vote of a majority-interest of the holders of the
Series A Preferred Stock. The Series A Preferred Stock is
redeemable at the option of the Corporation, in whole or in part,
at any time and from time to time, without penalty or premium at a
redemption price equal to $1,000 per share, plus any unpaid accrued
and accumulated dividends.
On November 15, 2022, the Company and Global Loan Agency Services
Limited, as Agent for, and on behalf of, the lenders under the 2019
Facility Agreement, entered into a Letter Agreement setting forth
such lenders' agreement to the Company’s entry into the Exchange
Agreement and the transactions contemplated thereby.
The description of the terms and conditions of the Certificate of
Designation, the Exchange Agreement, and the Letter Agreement does
not purport to be complete and is qualified in its entirety by
their full text of the Certificate of Designation, the Exchange
Agreement, and the Letter Agreement, which are filed as Exhibits
3.1, 10.1 and 10.2 hereto, respectively.
Item 3.02 Unregistered Sale of Equity Securities.
The foregoing discussion of the Exchange Agreement, the terms
thereof, and the transactions contemplated thereby is hereby
incorporated by reference into this Item 3.02.
Item 3.03 Material Modifications to the Rights of Security
Holders.
The foregoing discussion of the Certificate of Designation, the
terms thereof, and the transactions contemplated thereby is hereby
incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The foregoing discussion of the Certificate of Designation, the
terms thereof, and the transactions contemplated thereby is hereby
incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
* Portions of the exhibit have been omitted
pursuant to Item 601(b)(10) of Regulation S-K.
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.
GLOBALSTAR, INC.
/s/
David B. Kagan
David
B. Kagan
Chief
Executive Officer
Date: November 16, 2022
Globalstar (AMEX:GSAT)
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