Business Context and Reporting Period
This Form 8-K is filed by GHL Acquisition Corp. (GHQ) on September 11, 2009, regarding its proposed acquisition of Iridium Holdings LLC. The filing serves as soliciting material for a special stockholder meeting scheduled for September 23, 2009, to approve the acquisition.
Key Financial Metrics and Agreements
The filing details new Share Purchase Agreements entered into on September 11 and September 14, 2009, rather than standard operating financial results.
- Share Repurchase Volume: GHQ agreed to repurchase 1,574,505 shares of common stock from certain stockholders.
- Repurchase Price: The price per share is the greater of $10.10 or the price per share at which GHQ common stock is sold in a future public offering.
- Financing Source: Proceeds from a future public offering will be used to finance these repurchases.
- Voting Control: Sellers granted GHQ a proxy over the repurchased shares. GHQ intends to vote these shares in favor of the acquisition.
- Aggregate Impact: These shares, combined with previously announced agreements, represent approximately 40.8% of the 40 million shares eligible to vote at the special meeting.
Note: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for either GHQ or Iridium Holdings.
Material Changes and Outlook
The primary material change is the execution of additional agreements to secure voting support for the pending acquisition of Iridium Holdings. Management commentary indicates that the information in this report is not complete and may be changed. Stockholders are urged to read the Definitive Proxy Statement for complete information regarding the acquisition and the companies involved.
Important Facts for Investor Verification
- Verify the terms of the Definitive Proxy Statement mailed to stockholders as of August 27, 2009, for full details on the Iridium acquisition.
- Confirm the outcome of the special stockholder meeting scheduled for September 23, 2009, which is a condition for the share repurchases.
- Monitor the future public offering of GHQ common stock, as the final repurchase price depends on the offering price if it exceeds $10.10.
- Review the 2008 Form 10-K and Definitive Proxy Statement for details on the interests of directors and officers in the acquisition.