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vis-a-vis “... We have obtained terrestrial LTE authority over our entire 16.5 MHz of S-band spectrum with permissible power limits for both macro and small cell deployments.” in the "Nokia and Globalstar Partner to Deploy Digitalization Platform Utilizing 3GPP Band 53 Spectrum" press release of this day:
your truly interacted with The Horses Mouth (i.e. GSAT management) and was summarily informed that:
"For small cell, 4W EIRP. For countries where we have macro flexibility, there is essentially no cap on power but we have no reason to operate at a power level more than commercially necessary. "
Charlie Ergen Bets on Globalstar in Debt Deal (WSJ)
https://www.wsj.com/articles/charlie-ergen-bets-on-globalstar-in-debt-deal-11568068552
Ergen, EchoStar join Globalstar debt deal (SA)
Charlie Ergen and his EchoStar (NASDAQ:SATS) firm have jumped in on Globalstar's (NYSEMKT:GSAT) debt refinancing as a strategic partner, The Wall Street Journal reports.
Globalstar struck a deal to raise $195M to mitigate a cash crunch, and most of the capital is coming from EchoStar as well as a company controlled by Globalstar Chairman Jay Monroe, according to the report.
That capital would pay off a $62M bridge loan Globalstar took out in June while it negotiated refinancing.
Ergen is chairman of EchoStar as well as of satellite-TV operator Dish Network (NASDAQ:DISH).
Globalstar is up 11.3% after hours.
https://seekingalpha.com/news/3498121-ergen-echostar-join-globalstar-debt-deal
Globalstar Announces Decision to Proceed With the French BPIFAE Facility Amendment and New Second Lien Facility
https://investors.globalstar.com/news-releases/news-release-details/globalstar-announces-decision-proceed-french-bpifae-facility
Globalstar Announces Second Quarter 2019 Results
https://www.globalstar.com/en-us/corporate/press/releases?pr=1104
good stuff in the Letter to Shareholders in the Globalstar 2018 Annual Report PDF (that is not in the 10-K SEC filing) at:
https://www.globalstar.com/en-us/corporate/investors/annual-reports
Globalstar CEO Discusses Q1 2019 Results - Earnings Call Transcript with analyst Q&A and 10-K Annual Report
to listen to the CC and Investor/Analyst Q&A visit:
http://www.globalstar.com/corporate
or
https://earningscast.com/search?utf8=?&query=gsat
a transcript of the CC and the Investor/Analyst Q&A:
https://seekingalpha.com/article/4259136-globalstar-inc-gsat-ceo-dave-kagan-q1-2019-results-earnings-call-transcript?part=single
or
https://finance.yahoo.com/news/edited-transcript-gsat-earnings-conference-225628144.html
the 10-Q Quarterly Report -- with all its exhibits -- can be viewed on or downloaded from the SEC's website at:
https://www.sec.gov/Archives/edgar/data/1366868/000136686819000040/0001366868-19-000040-index.htm
Question Of The Day: any ideas just where o where da spectrum for this is coming from¿¿¿
Amazon to offer broadband access from orbit with 3,236-satellite ‘Project Kuiper’ constellation
EXCERPT:
Amazon is joining the race to provide broadband internet access around the globe via thousands of satellites in low Earth orbit, newly uncovered filings show.
The effort, code-named Project Kuiper, follows up on last September’s mysterious reports that Amazon was planning a “big, audacious space project” involving satellites and space-based systems. The Seattle-based company is likely to spend billions of dollars on the project, and could conceivably reap billions of dollars in revenue once the satellites go into commercial service.
It’ll take years to bring the big, audacious project to fruition, however, and Amazon could face fierce competition from SpaceX, OneWeb and other high-profile players.
Project Kuiper’s first public step took the form of three sets of filings made with the International Telecommunications Union last month by the Federal Communications Commission on behalf of Washington, D.C.-based Kuiper Systems LLC. The ITU oversees global telecom satellite operations and eventually will have to sign off on Kuiper’s constellation.
The filings lay out a plan to put 3,236 satellites in low Earth orbit — including 784 satellites at an altitude of 367 miles (590 kilometers); 1,296 satellites at a height of 379 miles (610 kilometers); and 1,156 satellites in 391-mile (630-kilometer) orbits.
In response to GeekWire’s inquiries, Amazon confirmed that Kuiper Systems is actually one of its projects...
[...]
https://www.geekwire.com/2019/amazon-project-kuiper-broadband-satellite/
Globalstar’s New Gateway in Peru
https://www.globallegalchronicle.com/globalstars-new-gateway-in-peru/
GSAT CEO Dave Kagan on Q4 2018 Results - Earnings Call Transcript
https://seekingalpha.com/article/4245533-globalstar-inc-gsat-ceo-dave-kagan-q4-2018-results-earnings-call-transcript?part=single
-OR-
https://finance.yahoo.com/news/edited-transcript-gsat-earnings-conference-081818063.html
2019-02-01 SEC 8-K: NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION
TO: ALL RECORD AND BENEFICIAL HOLDERS OF COMMON STOCK
OF GLOBALSTAR, INC. AS OF THE CLOSE OF BUSINESS ON
DECEMBER 14, 2018 (“CURRENT GLOBALSTAR STOCKHOLDERS”)
https://www.sec.gov/Archives/edgar/data/1366868/000136686819000011/0001366868-19-000011-index.htm
FCC filing indicates a Bluetooth version of SPOTX is in the making, viz.:
https://fccid.io/L2V-SPOTX/Letter/C2PC-Letter-4156097
LOOKIN' GOOD vis-a-vis Globalstar Stock Chart Technical Analysis (Thank You, Clay! :D)
Noting that GSAT closed right @ the 70¢ resistance point/level on Friday...
for technical charting n00b's:
what is a Support (Support Level) ? see:
https://www.investopedia.com/terms/s/support.asp
what is a Resistance (Resistance Level) ? see:
https://www.investopedia.com/terms/r/resistance.asp
Thermo Open Market BUYs (12/20 - 12/21) at 38¢ to 46¢ & in the offering price (at 35¢) in The Public Offering disclosed:
https://www.sec.gov/Archives/edgar/data/1366868/000136686818000094/xslF345X03/wf-form4_154543735878664.xml
Globalstar, Inc. Announces Closing of Public Offering of Voting Common Stock
https://www.globalstar.com/en-us/corporate/press/releases?pr=1083
35¢ vis-a-vis "Globalstar, Inc. Announces Pricing of Public Offering of Voting Common Stock"
https://www.globalstar.com/en-us/corporate/press/releases?pr=1082®ion=en-us
SEC GSAT: Offering Prospectus 424B3 & Common Stock Offering 8-K Documents
https://www.sec.gov/Archives/edgar/data/1366868/000136686818000082/0001366868-18-000082-index.htm
https://www.sec.gov/Archives/edgar/data/1366868/000136686818000084/0001366868-18-000084-index.htm
Globalstar, Inc. Announces Proposed Public Offering of $60 Million in Shares of Voting Common Stock
Covington, LA, 12/18/2018 3:01:00 PM - Globalstar, Inc. (“Globalstar”) (NYSE American: GSAT), a leading provider of mobile satellite voice and data services to businesses, governments, and individuals, today announced that it has commenced an offer of $60 million in shares of voting common stock in a registered underwritten public offering. The offering will be subject to market and other conditions. In addition, Globalstar intends to grant the underwriter a 30-day option to purchase up to $9 million in additional shares of voting common stock.
As required by the credit agreement with its senior lenders (the “Facility Agreement”), Globalstar intends to deposit 80% of the net proceeds from the offering in a restricted account for the benefit of the lenders under the Facility Agreement. The proceeds held in this restricted account, together with a portion of cash on hand, will be used to pay principal and interest due under the Facility Agreement in December 2018. Globalstar expects that the remainder of the proceeds from the offering will be used for general corporate purposes.
The offering will be made only to qualified and readily identifiable Globalstar stockholders on a pro rata basis, pursuant to the terms of a settlement agreement entered into in connection with a shareholder action previously filed against Globalstar. In connection with the settlement agreement, Globalstar’s controlling shareholder, Thermo Funding II, LLC and its affiliates, Mudrick Capital Management, L.P. and Warlander Asset Management have agreed to purchase their pro rata share of the offering and to backstop the balance offered to, but not purchased by, other Globalstar stockholders, on a pro rata basis based on their respective ownerships of Globalstar’s common stock.
Cantor Fitzgerald & Co. is acting as the sole book-running manager for the offering.
The offering is being made pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”). Before investing, please read the prospectus and the related prospectus supplement for the offered shares in the registration statement and other documents Globalstar has filed with the SEC for more complete information about Globalstar and this offering. These documents are available for free and may be obtained by visiting the SEC website at http://www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement are available by contacting Cantor Fitzgerald & Co. LLC, Attention: Capital Markets, 499 Park Ave., 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.
About Globalstar, Inc.
Globalstar is a leading provider of mobile satellite voice and data services. Customers around the world in industries such as government, emergency management, marine, logging, oil & gas and outdoor recreation rely on Globalstar to conduct business smarter and faster, maintain peace of mind and access emergency personnel. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring, M2M and IoT applications. The Company's products include mobile and fixed satellite telephones, the innovative Sat-Fi satellite hotspot, Simplex and Duplex satellite data modems, tracking devices and flexible service packages.
Investor contact information:
Samantha DeCastro
samantha.decastro@globalstar.com
Safe Harbor Language for Globalstar Releases
This press release contains certain statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements, such as the statements regarding future increases in our revenue and profitability, the completion of the proposed public offering of shares and other statements contained in this release regarding matters that are not historical facts, involve predictions. Any forward-looking statements made in this press release are believed to be accurate as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and we undertake no obligation to update any such statements. Additional information on factors that could influence our financial results is included in our filings with the SEC, including the prospectus and the prospectus supplement, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
https://www.globalstar.com/en-us/corporate/press/releases?pr=1081®ion=en-us
SEC GSAT: Settlement Agreement 8-K Filing
https://www.sec.gov/Archives/edgar/data/1366868/000136686818000080/0001366868-18-000080-index.htm
Globalstar Announces 3GPP Approval of Band 53 for 2.4 GHz Terrestrial Spectrum
Covington, LA, 12/17/2018 7:00:00 AM -- Globalstar, Inc. (NYSE American: GSAT) (“Globalstar” or the “Company”), announced that the Third Generation Partnership Project (“3GPP”) has approved a global standard for terrestrial use of Globalstar’s spectrum at 2483.5-2495 MHz.
3GPP has designated Globalstar’s terrestrial S-band as Band 53, which now permits LTE services in the U.S. with additional geographies expected to be added in 2019.
The approval provides for Time Division Duplex (“TDD”) services in Band 53 as a standalone band and allows Globalstar’s spectrum to serve as an anchor channel for carrier aggregation and LAA next year. The physical properties of the 2.4 GHz band enable high capacity indoor and outdoor applications benefiting from intensive levels of spectral reuse without the need for macro cellular coordination. Band 53 can now be integrated into user equipment and cellular infrastructure.
Uniquely, Band 53 provides a single coast-to-coast contiguous license in the U.S., and the growing number of international terrestrial approvals provide harmonization opportunities globally.
Jay Monroe, Executive Chairman of Globalstar commented, “3GPP standardization represents an important milestone in the Company’s spectrum efforts. We appreciate the industry’s support of our band and the many parties who participated in its technical development leading to approval. This process is the culmination of intensive standards work and we highly value our technical team who drove this to completion on an accelerated schedule.”
About Globalstar
Globalstar is a leading provider of mobile satellite voice and data services. Customers around the world in industries such as government, emergency management, marine, logging, oil & gas and outdoor recreation rely on Globalstar to conduct business smarter and faster, maintain peace of mind and access emergency personnel. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring, M2M and IoT applications. The Company's products include mobile and fixed satellite telephones, the innovative Sat-Fi satellite hotspot, Simplex and Duplex satellite data modems, tracking devices and flexible service packages.
https://www.globalstar.com/en-us/corporate/press/releases?pr=1080®ion=en-us
Globalstar, Mudrick Capital Management and Warlander Asset Management Announce Settlement of Litigation
Settlement to result in, among other items, appointment of two new Minority Directors plus an additional independent board member, establishment of a Strategic Review Committee, requirement of majority of independent stockholders vote on related party transactions and commitment to purchase a pro rata share and provide backstop support for an equity offering
Covington, LA, 12/17/2018 -- Globalstar, Inc. (NYSE American: GSAT) (“the Company”), together with Mudrick Capital Management, L.P. (“Mudrick Capital”) and Warlander Asset Management, LP (“Warlander”) and all other litigation parties are pleased to announce that the parties have entered into a Settlement Agreement related to the litigation brought by Mudrick Capital and Warlander in Delaware Chancery Court involving Globalstar and certain of its directors, officers and employees.
As a result of the Settlement Agreement, the parties have agreed to the addition of three new seasoned telecom executives to the Company’s Board of Directors: Keith Cowan, Ben Wolff and Mike Lovett. These new directors will be immediately appointed to the Globalstar Board of Directors to fill three vacancies left by existing board members who support this settlement and volunteered to step down from their positions. Messrs. Cowan and Wolff will be designated the “Minority Directors” and at the end of Minority Directors’ terms such seats shall be filled by candidates elected by a plurality vote of minority stockholders. Both Minority Directors shall be appointed to a new, standing Strategic Review Committee, and one Minority Director will be appointed to each of the Compensation Committee and the Nominating & Corporate Governance Committee. Additionally, Timothy Taylor, Vice President of Thermo and Globalstar’s Vice President of Finance, Business Operations and Strategy will join the board to fill a vacancy left by a fourth board member retiring from his position on the board.
The Strategic Review Committee will be comprised of Minority Directors Ben Wolff, Keith Cowan, and two other directors, William Hasler and Timothy Taylor. The Strategic Review Committee’s first order of business shall be to assess financing options for Globalstar. Furthermore, the Strategic Review Committee will have exclusive authority for the review and oversight of certain events and its approval shall be necessary for events including but not limited to: (i) any acquisition by Thermo and/or any Jay Monroe affiliated party or person of additional newly-issued securities of Globalstar, subject to certain exceptions; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Globalstar or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of Globalstar or any sale or transfer of assets of any of its subsidiaries which are material to Globalstar; (iv) any further change in the Board of Directors of Globalstar, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, provided that only elections of Minority Directors shall be within the authority of the Strategic Review Committee; (v) any material change in the present capitalization or dividend policy of Globalstar; (vi) any transaction between the Company and Thermo or one or more of its affiliates that has a value in excess of $250,000 (subject to certain exceptions) and (vii) any other material changes in Globalstar’s lines of business or corporate structure. The Globalstar Certificate of Incorporation will be amended to establish the Strategic Review Committee which shall remain in place until such time as Thermo and its affiliates no longer beneficially own 45% or more of Globalstar’s outstanding stock. Additionally, the Certificate of Incorporation and Bylaws will be amended to require a majority of independent stockholders to vote on any related party transaction between Globalstar and Jay Monroe, or Thermo and its and their respective affiliates, with a value of $5 million or more (subject to certain exceptions).
Within five business days of an event of (i) refinancing of 85% of Globalstar’s bank debt, (ii) refinancing of a minimum of $150 million of Globalstar’s bank debt with a minimum two year extension of maturity on the remaining balance, or (iii) an extension of maturity or amortization holiday on such debt of two years or more, Thermo has agreed to convert all of its outstanding subordinated debt into Globalstar common equity at the contractual conversion price under its subordinated loan agreement. If triggered, this conversion will have the additional benefit of immediately reducing the Company’s debt by at least $116 million.
The Settlement Agreement requires Globalstar to conduct an undiscounted equity offering (less any underwriting discount) of its common stock to qualified and readily identifiable Globalstar stockholders on a pro rata basis, based on ownership, in an amount recommended by Globalstar’s management of not more than $60 million, exclusive of any funds raised pursuant to an underwriter option. Thermo, Mudrick Capital and Warlander have agreed to purchase their pro rata share of any such offering and to backstop the balance offered to, but not purchased by, other Globalstar stockholders, on a pro rata basis based on their respective ownerships of Globalstar’s common stock. The settlement and any related fee award is subject to confirmatory diligence and confirmation and approval by the Delaware Chancery Court.
This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Jay Monroe, Executive Chairman of Globalstar, commented, “Globalstar and Thermo are pleased with this outcome and happy to put this litigation behind us. We would like to thank the outgoing directors for their many years of service to the Company and would like to welcome Ben, Keith and Mike to the Globalstar team. In the last week, we have spent a significant amount of time with all three of them and believe that they will be excellent board members, especially given their deep telecom and spectrum experience which is so important to our future plans.”
Mr. Monroe continued, “We are pleased to have reached agreement with Mudrick Capital and Warlander and appreciate their support moving forward. Litigation is costly and time consuming, and we prefer to focus our time and resources on moving towards value realization which this settlement frees us up to do. We continue to believe in Globalstar’s potential and welcome the new directors to help us realize it. Our management team looks forward to working with the Strategic Review Committee and the full Board of Directors on the continued thoughtful examination of our business.”
Jason Mudrick, the President and Chief Investment Officer of Mudrick Capital and Eric Cole, Chief Executive Officer of Warlander, together issued the following statement: “This settlement reflects a constructive dialogue with the Globalstar team and we look forward to continuing our collaborative relationship in order to further enhance shareholder value. We continue to strongly believe in the value of Globalstar’s assets and its ability to monetize those assets. The details of this settlement - including the minority shareholder provisions such as the new Minority Directors, a new independent director, and the Strategic Review Committee - provide us with additional confidence for the future of this Company. We are also excited to have Ben, Keith and Mike join the Globalstar board. Given their expertise in the telecom sector and with successful spectrum transactions, we believe they will add tremendous value immediately. We are confident that the Settlement heralds a new era of sustainable value creation for the benefit of all of Globalstar’s stockholders.”
Ben Wolff, Keith Cowan and Mike Lovett jointly issued the following statement: “We believe Globalstar has a unique collection of assets and are excited to join the Board of Directors. We look forward to working with the rest of the Board and the management team to enhance value for all stakeholders.”
About Globalstar’s New Minority and Independent Directors
Keith Cowan
Since January 2013, Mr. Cowan has served as the Chief Executive Officer of Cowan Consulting Corporation LLC, a privately held company that manages investments and provides strategic planning and board advisory services. From July 2007 to January 2013, Mr. Cowan was the President of Strategic Planning and Corporate Initiatives at Sprint Corporation, with responsibilities that included developing the long-term strategic plan for Sprint, restructuring and managing Clearwire Corporation as a public company consortium including Sprint, Comcast, Time Warner Cable, Intel, Google, and Bright House Networks, and managing the sale of control of Sprint to Softbank. From May 1996 to January 2007, Mr. Cowan held a variety of roles at BellSouth Corporation, which subsequently merged with AT&T, including Chief Development Officer, Chief Network Field Officer and President of Marketing and Product Management. Mr. Cowan’s time at BellSouth included his instrumental role in the creation and governance of Cingular Wireless and responsibility for entering, governing and exiting many of BellSouth’s international wireless partnerships in Europe, the Middle East, South America, and Asia.
Mr. Cowan has served as a board member of over a dozen private companies, two public companies, and numerous not-for-profit and civic organizations, including, currently, his service as Chairman of the Board of Aegex Technologies, CX Technologies (ENGAGEcx), Cobra Legal Solutions and Venadar LLC.
Ben Wolff
Mr. Wolff serves as the Chairman and CEO of Sarcos Robotics, a global leader in mobile, dexterous, tele-operated robots. Mr. Wolff served from 2009 to 2014 as Chief Executive Officer, President and Chairman at satellite communications firm ICO Global Communications which was subsequently renamed Pendrell Corp. In 2003, Mr. Wolff co-founded Clearwire Corporation, where he served as President, CEO and Co-Chairman. Mr. Wolff oversaw the growth of the company to more than $1 billion in revenues and 3,500 employees, raising more than $12 billion in debt and equity financing during his tenure. Clearwire was sold to Sprint in 2013 for more than $14 billion. From 2004 to 2011, Mr. Wolff also served as President of Eagle River Investments, a telecom and technology focused private equity and venture capital fund, and as a member of the board of directors of various public and private Eagle River portfolio companies.
Michael Lovett
Since October 2012, Mr. Lovett has served as managing partner of Eagle River Partners LLC, a privately held investment and advisory company. Until April 2012, Mr. Lovett served as the CEO and President of Charter Communications. Previously he was COO and joined Charter in August 2003 as Senior Vice President of Operations. Mr. Lovett’s career in cable and telecom related companies began in 1980 with Centel Communications where he held a number of positions in operations. He was with Jones Intercable Inc. from 1989 to 1999 rising to Senior Vice President with responsibility for operations in nine states; and AT&T Broadband as Regional Vice President of Operations from June 1999 to November 2000. He served as Executive Vice President of Operations for OneSecure Inc. a managed security service company providing management/monitoring of firewalls and virtual private networks from November 2000 to December 2001; and was Chief Operating Officer for Voyant Technologies Inc. a voice conferencing hardware/software solutions provider in Denver from December 2001 to August 2003.
About Globalstar
Globalstar is a leading provider of mobile satellite voice and data services. Customers around the world in industries such as government, emergency management, marine, logging, oil & gas and outdoor recreation rely on Globalstar to conduct business smarter and faster, maintain peace of mind and access emergency personnel. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring, M2M and IoT applications. The Company's products include mobile and fixed satellite telephones, the innovative Sat-Fi satellite hotspot, Simplex and Duplex satellite data modems, tracking devices and flexible service packages.
Globalstar contact information:
Samantha DeCastro
samantha.decastro@globalstar.com
About Mudrick Capital
Mudrick Capital Management, L.P. is an SEC-registered investment adviser specializing in distressed credit and deep value event driven investing. Mudrick Capital manages capital for a diverse group of sophisticated institutions and individuals, including endowments, foundations, insurance companies, private banks, fund-of-funds, pensions, family offices and high net worth individuals.
About Warlander Asset Management
Founded in 2015, Warlander Asset Management, LP is an SEC-registered investment adviser that specializes in long/short, credit-oriented investments, focused on opportunistically investing across the full spectrum of global fixed income and credit-sensitive equities.
This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to the risk that the anticipated settlement may be terminated, the consummation of the financing and those risks and uncertainties associated with the Company’s business described from time to time in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on February 23, 2018. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in its expectations.
https://www.globalstar.com/en-us/corporate/press/releases?pr=1079®ion=en-us
Scientists from the NATO Science & Technology Organization (NATO STO) are deploying an IoT solution using SPOT Trace tracking devices and Globalstar satellite communications to further their understanding of the world’s oceans.
http://www.landmobile.co.uk/news/nato-iot-satellite-oceanography-globalstar/
Globalstar CEO Discusses Q3 2018 Results - Earnings Call Transcript with analyst Q&A and 10-Q Quarterly Report
listen to the Earnings Webcast CC and Investor/Analyst Q&A at:
https://www.globalstar.com/corporate/investors/events-presentations
or
https://earningscast.com/search?utf8=?&query=gsat
the 10-Q Quarterly Report with its exhibits can be viewed on or downloaded from the SEC's website at:
https://www.sec.gov/Archives/edgar/data/1366868/000136686818000066/0001366868-18-000066-index.htm
Q3 2018 Globalstar Inc Earnings Call Transcript:
https://finance.yahoo.com/news/edited-transcript-gsat-earnings-conference-061051359.html
or
https://seekingalpha.com/article/4217446-globalstar-inc-gsat-ceo-dave-kagan-q3-2018-results-earnings-call-transcript?part=single
GLOBALSTAR ANNOUNCES THIRD QUARTER 2018 RESULTS
https://www.globalstar.com/en-us/corporate/press/releases?pr=1075®ion=en-us
Globalstar mentioned in FCC Filing: Iridium Communications Inc. of ATC Elimination Reg Flex
"THE ATC RULES SHOULD BE ELIMINATED BECAUSE THEY HAVE CREATED SUBSTANTIAL BURDENS FOR ALL STAKEHOLDERS WITH NO COUNTERVAILING BENEFITS", viz.:
https://ecfsapi.fcc.gov/file/1029013623214/ATC%20Elimination%20Reg%20Flex%20Comments%2010.29%20-%20FINAL.pdf
well, Well: Gregory Ewert (sure) didN'T Last Very Long at Globalstar! viz.:
"Gregory Ewert, Vice President, Corporate Strategy & Business Development
Intelsat
Now at Intelsat, Gregory Ewert was Globalstar¹s President of Connected Car & Intelligent Transport Solutions. Prior to this position, he headed up Inmarsat¹s Connected Car program as well as President, Inmarsat Enterprise where he was responsible for overall global business strategy and direction of the company¹s Enterprise business unit.
Gregory has more than 30 years of senior executive leadership experience spending time with Sprint, Sprint International, BCE (Bell Canada) and Iridium in and around optical, wireless and satellite systems. He current serves on the board of the Connected Vehicle Trade Association (CVTA) and is active promoting policy and governance in and around intelligent transport."
Day 3 — Thursday, October 11th, 2018
listed as a SPEAKER at the 10:45 am
Briefing – The Emergence of IOT
https://2018.satelliteinnovation.com/sessions/
Interesting: the recent SEC Form 4 filings of the two BUYs (via option exercises) @ 38¢ by 2 BoD members on 2018-09-25 & 2018-10-10 (that would expire on/by 11/14/2018), viz.:
https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001366868&action=getcompany
Bloomberg: Moelis Subpoenaed in Globalstar-Mudrick Fight Over Nixed Merger
Investment bank’s fairness opinion supported disputed roll-up
Centerview and Allen & Co. also get demand for information
By Josh Saul
(Bloomberg) -- Moelis & Co. was subpoenaed for work it did on Globalstar Inc.’s aborted roll-up deal that’s now the focus of a lawsuit by Mudrick Capital Management and Warlander Asset Management.
The subpoena from a Mudrick attorney seeks documents and communications concerning Moelis’ fairness opinion, which supported the merger that Globalstar and Chairman James Monroe III planned to carry out earlier this year, filings in Delaware Chancery Court show. It also seeks information about the deal and any alternative transactions considered by Covington, Louisiana-based Globalstar, which provides mobile satellite voice and data services.
Mudrick has accused Moelis in court papers of serving as “a mere rubber stamp to Mr. Monroe’s preferred transaction” rather than fairly evaluating the merger. A Moelis spokeswoman declined to comment.
Centerview Partners LLC and Allen & Co. also received subpoenas related to the fairness opinion or the merger, court filings show. Centerview and Allen & Co. didn’t advise on the proposed transaction, didn’t receive any fees related to it and received subpoenas as fact witnesses due to their prior work for Globalstar, company representatives for each company said.
Globalstar announced the plan to merge with another firm and assets controlled by Monroe in April. Mudrick, the company’s largest outside shareholder, sued the company in May for books and records about the combination, saying it amounted to self-dealing. The satellite company was ordered to turn over emails and records related to the merger in July and the deal was called off two days later.
Mudrick and Warlander filed another lawsuit against Globalstar, Monroe and other company executives in September that asserted “claims of breaches of fiduciary duty, unjust enrichment and aiding and abetting.” Monroe has defended the merger, saying in an August earnings call that the deal “offeredall shareholders significant upside and mitigated downside risk.”
The subpoenas against Moelis, Centerview and Allen & Co. are part of that case, which is Mudrick Capital Management v. James Monroe III, No. 2018-0699, Delaware Chancery Court (Wilmington).
Globalstar Shareholders Try to Push Out Chairman
Globalstar Inc. (GSAT) called off a $1.65 billion merger after its largest outside shareholder, Mudrick Capital Management LP, cried foul. But the investor isn't done fighting with Jay Monroe, the board chairman who orchestrated the deal.
Mudrick and Warlander Asset Management LP are asking the Delaware Chancery Court to overhaul Globalstar's(GSAT) corporate governance, saying the struggling satellite communications venture's directors can't be trusted.
The lawsuit, unsealed on Friday, draws on materials and documents turned over to Mudrick after it challenged a proposal for Globalstar(GSAT) to purchase wireless assets from Mr. Monroe, its controlling shareholder. Globalstar(GSAT) abandoned the proposed deal in July after Mudrick challenged how the assets, parked in an investment vehicle called Thermo Acquisitions LLC, were valued.
Now Mudrick and Warlander are seeking to bar Mr. Monroe, the executive chairman of Globalstar's(GSAT) board, from serving as a director or officer of a Delaware corporation, a remedy typically reserved for executives targeted by regulators for securities law violations.
"If there's ever a case for [the court] to do something this extreme, this is the one," said Jason Mudrick, the firm's president and chief investment officer, in an interview with WSJ Pro. "They called off the merger, but the damage is done."
A Globalstar(GSAT) spokeswoman declined to comment.
Globalstar (GSAT) doesn't face an immediate risk of bankruptcy but needs to raise roughly $50 million by the end of the year to cover a loan payment, according to securities filings. A person familiar with the matter said it hasn't yet locked down a funding source.
The company's stock has lost 61% this year and was trading at 50 cents a share on Tuesday, making any equity raise more dilutive for existing stockholders. Lifting the stock price would ease Globalstar's(GSAT) access to fresh capital. But Mr. Mudrick said Globalstar(GSAT) had become uninvestible "because the people running the company and governing it have showed a lack of duty to minority shareholders."
The plaintiffs contend that Mr. Monroe colluded with other directors to push the Thermo deal on terms that were overly favorable to him while disadvantaging outside stockholders.
Globalstar's (GSAT) lawyers denied in court that the deal was improper before the company terminated it. Mr. Monroe stepped down as CEO last month but remained as board chairman.
Mr. Monroe was on both sides of the proposed transaction. The deal had called for Globalstar(GSAT) to pay $1.65 billion for Thermo's ownership stake in several companies, including FiberLight LLC, which operates 14,000 route miles of fiber- optic cables in and around cities including Atlanta, Houston and Miami. Thermo would have been paid in Globalstar(GSAT) stock.
Mudrick and Warlander say Globalstar's(GSAT) stock was artificially suppressed when Mr. Monroe sold shares in the midst of negotiations with the Globalstar(GSAT) board over the Thermo transaction. The sale of 38 million shares occurred while he possessed nonpublic information about Globalstar's(GSAT) plans, according to the lawsuit.
The plaintiffs have also accused four members of a special board committee of receiving stock awards that amounted to bribes from Mr. Monroe to go along with the deal. His stake in Globalstar(GSAT) would have rocketed to nearly 90% from 53% because of Globalstar's(GSAT) low stock price, according to the complaint.
A Chancery Court judge in July ordered Globalstar(GSAT) to turn over to Mudrick documents about how the Thermo deal was negotiated and priced, as well as redacted copies of the minutes from board meetings. Some of those records are still redacted from public view as both sides haggle over their confidentiality.
the (110 page PDF) public version of the new Mudrick/Warlander complaint that was filed in the Delaware Court of Chancery on Tuesday, Sept. 25 and just made available this afternoon:
https://www.quant-media.com:8001/storage/uploads//257e31538166160.PDF
happy weekend reading!
Bloomberg: Mudrick Seeks to Bar Globalstar Executives From Running Company
(Bloomberg) -- Hedge fund Mudrick Capital Management says executives and board members of satellite-phone provider Globalstar Inc. are "faithless fiduciaries" who wasted millions of dollars on a plan to enrich themselves, according to a lawsuit that was made public Friday after being filed under seal on Wednesday
The suit seeks to bar Globalstar’s management and board from ever again serving as a director or officer of a Delaware corporation
"The story of Globalstar is marked by secret machinations, deceit, and overreaching by the Company’s controlling stockholder, Jay Monroe, and a complete abrogation of fiduciary duties by the Company’s management and Board of Directors," Mudrick Capital says in filing
A Globalstar representative didn’t respond to a request for comment
The suit focuses on an attempt by Globalstar Executive Chairman James Monroe III to acquire another company and assets he controls. The $1.65b deal was canceled last month after opposition from Mudrick, the company’s largest outside shareholder
Mudrick Capital says Monroe bribed the special committee that approved the planned merger with restricted stock worth about $1.5 million per board member; suit names Globalstar, Monroe, other company executives and board members as defendants
The case is Mudrick Capital Management v. James Monroe III, No. 2018-0699, Delaware Chancery Court (Wilmington)
Mudrick Files Public Version of Complaint Against Globalstar; Alleges Special Committee ‘Bribed’ With Stock Grants
The complaint seeks a finding that could be used to permanently bar Monroe from serving as a director or officer of a Delaware corporation.
A public version of Mudrick Capital’s lawsuit against Globalstar (NYSE: GSAT), Globalstar majority shareholder James Monroe, and others asserting direct and derivative claims for breach of fiduciary duty and unjust enrichment was filed today. The complaint was initially filed in the Delaware Court of Chancery on Tuesday, Sept. 25 but was just made available this afternoon.
The complaint arises from a now-abandoned $1.65 billion merger transaction between Globalstar and Thermo, which is controlled by Globalstar chairman, former CEO and controlling shareholder Monroe. As described in the complaint, the transaction “sought to combine Globalstar with several other investments owned or controlled by Monroe and Thermo, most notably FiberLight, a fiber-optic cable provider and publicly traded CenturyLink stock.”
Globalstar remains the highest risk company in the telecommunications sector, according to Quant Media technology.
According to the complaint, Plaintiff Mudrick Capital holds 5.6% of Globalstar’s stock and is the company’s largest independent stockholder. The action seeks “to hold the faithless fiduciaries who make up the [Globalstar] Board and control the Company to account for their millions, indeed potentially tens of millions, of wasted fees and expenses incurred in pursuit of the scheme set forth herein; to wipe out the huge stock grant ‘bribes’ described herein; to seek a remedy for Monroe’s plainly illegal stock sale at a time when he was in possession of material, non-public information regarding the Company, which he used to further his scheme to the Company’s distinct detriment.”
The complaint alleges corporate governance failings, alleging that “the Board has repeatedly shown blind loyalty to Monroe rather than minority investors.” According to the complaint, Monroe awarded the special committee members reviewing the proposed transaction with approximately $1.5 million in restricted stock on the same day that committee proposed the transaction value.
The complaint seeks unspecified damages, attorneys’ fees, and declaratory relief, including a finding of breach of fiduciary duty to allow for subsequent action under Delaware law to permanently bar Monroe “from ever again serving as a director or officer of a Delaware Corporation.” The defendants may now seek to answer or dismiss the complaint; absent an extension, their response is due by Oct. 15.
Earlier this summer, Mudrick Capital had won the right to further inspect Globalstar’s books and records to investigate a potential suit. The proceeding is before the same Vice Chancellor who heard the books and records proceeding, and the court’s opinion in that proceeding may offer some insight into the strength of the complaint here. In the books and records opinion, the court stated: “Globalstar is paying $1.645 billion for the Combination Transaction assets that are controlled by Monroe with no explanation for that valuation; in particular, the Company valued FiberLight at $1.245 billion, although it is likely worth $300-500 million.” The court also stated that “[e]specially in the context of an interested transaction, purchasing a company for $1.245 billion when the company failed to garner $350 million two years earlier with no explanation of the new valuation provides a credible basis to investigate mismanagement, waste, or wrongdoing—a point which Globalstar does not dispute.”
Globalstar’s debt consists of a $428 million credit facility due 2022 with a carrying value of $399 million. As of June 30, it was fully drawn. It was priced at L+3.25% through June 2018, and is now increasing by an additional 0.5% each year to a maximum rate of L+5.75%. While not listed under long-term debt, Globalstar has a financing arrangement with Thermo for $112.6 million.
3gpp introduction of band 53 tdoc is available for the october 8 3gpp meeting.
https://portal.3gpp.org/ngppapp/TdocList.aspx?meetingId=18805
https://stocktwits.com/ekoostik16/message/138883666
Bloomberg: Mudrick Enters Round Two With Globalstar Over Nixed Merger
Fund’s suit filed under seal in Delaware Chancery Court
Globalstar canceled controversial deal targeted by Mudrick
(Bloomberg) -- Globalstar Inc. and its chairman are being sued again by the satellite-phone provider’s largest independent shareholder, the next chapter of a fight over a controversial merger.
Hedge fund Mudrick Capital Management filed the suit under seal in Delaware Chancery Court Wednesday to give both sides time to black out confidential information.
Globalstar canceled a $1.65 billion acquisition backed by Executive Chairman James Monroe III last month in the face of opposition from the hedge fund’s founder, Jason Mudrick.
“Plaintiffs assert claims for breaches of fiduciary duty, unjust enrichment and aiding and abetting,’’ Mudrick’s lawyers said in a public filing accompanying the complaint, which in addition to the company and Monroe, names other directors as defendants. “Plaintiffs allege that such actions occurred through a blatant pattern of misconduct orchestrated by Globalstar’s then-CEO, Executive Chairman, and controlling stockholder, James Monroe III.”
A public version must filed within five working days under the court’s rules. A representative for Covington, Louisiana-based Globalstar didn’t immediately reply to a request for comment.
The public conflict between Mudrick and Globalstar stretches back to May, when the New York-based fund manager sued the firm seeking files about a planned combination with another company Monroe controls, claiming it amounted to “self-dealing." Globalstar was ordered to turn over emails and records related to the merger in July and the company called off the deal two days later.
Bad Blood
The bad blood between Mudrick and Monroe runs deep. The investor secretly recorded the chief executive in an April meeting in order, Mudrick said, to gather color about the merger that could be useful in future litigation.
Monroe has been defiant about the value of his proposed merger, which would have combined Globalstar with assets controlled by Monroe’s Thermo Cos. “The company remains convinced the merger offered all shareholders significant upside and mitigated downside risk,” the CEO said on an earnings call in August.
Delaware Chancery Judge Tamika Montgomery-Reeves concluded Globalstar officials must turn over files about the targeted deal so Mudrick and other investors could “investigate mismanagement, waste, or wrongdoing” in connection with the proposed combination.
Mudrick argued the nixed deal would have overvalued the assets Monroe controls, while paying for them with Globalstar stock. The fund manager also alleges the value of Globalstar’s shares were deliberately depressed when Monroe sold a large block of shares.
Mudrick was joined in his latest suit by Warlander Asset Management, a hedge fund said to be backed by billionaire investor David Tepper, a star money manager and the majority owner of the National Football League’s Carolina Panthers.
The case is Mudrick Capital Management v. James Monroe III, No. 2018-0699, Delaware Chancery Court (Wilmington).
SEC 8-K Filing: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements with Certain Officers.
EXCERPT:
On September 2, 2018, James Monroe III, Globalstar Inc.’s Chief Executive Officer, notified Globalstar Inc. (the “Company”) of his intent to retire as Chief Executive Officer, effective September 4, 2018. Mr. Monroe will assume the title of Executive Chairman of the Company’s Board of Directors.
On September 4, 2018, the Company announced the appointment of David Kagan as Chief Executive Officer effective September 4, 2018. Mr. Kagan, age 57, served as our President and Chief Operating Officer from January 2016 through March 2017 and reassumed the position in December 2017. Mr. Kagan previously served as Chief Operating Officer of SpeedCast International Limited from March 2017 through November 2017, President of ITC Global LLC, a global satellite services company, from August 2014 through its sale to Panasonic in September 2015, and President and Chief Executive Officer of Globe Wireless LLC from June 2011 through its sale to Inmarsat in August 2014. He also served as Senior Vice President - Business Development of Spacenet, Inc. from March 2010 to June 2011.
Mr. Kagan does not have any family relationship with any director or executive officer of the Company and has not been directly or indirectly involved in any related person transactions with the Company.
As Chief Executive Officer, Mr. Kagan will receive a salary of $450,000 per year. In connection with his appointment, Mr. Kagan will receive a restricted stock award grant of 2,000,000 shares that will vest as follows: (i) 750,000 shares will vest upon attainment the Company of $75 million of Core Satellite Company EBITDA (as defined in the grant documents); 750,000 shares will vest upon attainment of $100 million of Core Satellite Company EBITDA; and (iii) 500,000 shares will vest over a four-year period. In addition, Mr. Kagan currently holds incentive stock options to purchase a total of 1,000,000 shares. In connection with Mr. Kagan’s appointment, these options will be exchanged for shares of restricted stock subject to the same vesting and other performance conditions. Mr. Kagan also will be eligible for future stock option and restricted stock awards based on various conditions being met.
https://www.sec.gov/Archives/edgar/data/1366868/000136686818000056/0001366868-18-000056-index.htm
Globalstar Announces Appointment of Dave Kagan to CEO
https://www.globalstar.com/corporate/press/releases?pr=1013
National Law Review: Chancery Court Grants Certain Books And Record Demands By Minority Stockholder Related To A Merger And Valuation Of Underlying Assets
https://www.natlawreview.com/article/chancery-court-grants-certain-books-and-record-demands-minority-stockholder-related
GSAT 3gpp documents. For upcoming 8/20/18 meeting are available for download at
https://portal.3gpp.org/ngppapp/TdocList.aspx?meetingId=18799
to see only the GSAT related docs, In the top left type in globalstar, then on the right side hit search. then click on tdoc# to download.
FierceWireless: Globalstar remains focused on 3GPP process
https://www.fiercewireless.com/wireless/globalstar-s-remains-focused-3gpp-process