IRDM

Business Context and Reporting Period

Company: GHL Acquisition Corp. (a blank check company formed to acquire Iridium Holdings LLC, subsequently renamed Iridium Communications Inc.)
Reporting Period: Fiscal year ended December 31, 2008.
Status: Development stage company with no operating revenues. The company completed its Initial Public Offering (IPO) in February 2008 and entered into a definitive transaction agreement to acquire Iridium Holdings in September 2008.

Key Financial Metrics

Material Changes and Proposed Transaction

The most significant development in 2008 was the execution of a transaction agreement on September 22, 2008, to acquire Iridium Holdings LLC. The proposed deal structure includes:

• Cash Consideration: $77.1 million (subject to adjustments).
• Stock Consideration: Issuance of 36,000,000 shares of GHL common stock (valued at approx. $337.0 million based on March 2009 pricing).
• Debt Assumption: Approximately $130.8 million of net debt.
• Tax Benefit Payment: Potential payment of up to $30.0 million to sellers contingent on a Section 754 election.
• Forfeitures: The founding stockholder (Greenhill & Co., Inc.) agreed to forfeit 1,441,176 common shares, 8,369,563 founder warrants, and 2,000,000 private placement warrants upon closing.

Financial results for 2008 were driven entirely by interest income earned on the trust account ($5.6 million) offset by professional fees related to the proposed acquisition ($2.3 million) and operating expenses.

Outlook, Risks, and Contingencies

Outlook and Closing Conditions: The transaction is expected to close in the first half of 2009, subject to stockholder approval, regulatory approvals (including FCC and Hart-Scott-Rodino), and the condition that no more than 30% of public shares vote against the deal and exercise conversion rights.

Liquidity: The company holds approximately $401.8 million in a trust account. It has the right to withdraw up to $5.0 million of interest income for working capital. As of December 31, 2008, approximately $1.8 million was available for withdrawal. Management noted that declining interest rates may limit future earnings from the trust account.

Risks and Contingencies:

• Break-up Fee: If the transaction fails due to stockholder disapproval or breach, and GHL consummates a different business combination, it may owe Iridium a $5.0 million termination fee.
• Liquidation Deadline: If no business combination is consummated by February 14, 2010, the company must liquidate and distribute trust assets to public stockholders.
• Third-Party Claims: Trust account funds could potentially be subject to claims by creditors, though the founding stockholder has agreed to indemnify the trust against certain vendor and target business claims.
• Accountant Change: The company dismissed Eisner LLP and engaged Ernst & Young LLP on January 21, 2009, with no reported disagreements on accounting principles.

Investor Verification Checklist

• Stockholder Approval: Verify the outcome of the stockholder vote required to approve the Iridium acquisition and the amendment for perpetual existence.
• Regulatory Approvals: Confirm receipt of necessary approvals from the Federal Communications Commission (FCC) and other regulatory bodies.
• Conversion Rights: Monitor the percentage of public stockholders exercising conversion rights to ensure it remains below the 30% threshold required for the deal to proceed.
• Trust Account Balance: Verify the final balance in the trust account prior to closing to ensure sufficient funds for the cash portion of the purchase price and working capital.
• Debt Assumption: Review the final terms of the $130.8 million net debt being assumed from Iridium Holdings.