-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GzENVV2rsetenxBDNXY6jixQN5dKJta0oCmioJK2/E18WV8ZBsA2awWZG0jStv49 vOzcSytrDZSwlg9cjMUu1A== 0000899140-07-001611.txt : 20070927 0000899140-07-001611.hdr.sgml : 20070927 20070927170639 ACCESSION NUMBER: 0000899140-07-001611 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070924 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS INC. CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 870748324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 071139924 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD DATE OF NAME CHANGE: 19960124 8-K 1 l3932215a.txt - -------------------------------------------------------------------------------- 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 24, 2007 Loral Space & Communications Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-14180 87-0748324 - ---------------------------- ------------- ----------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 600 Third Avenue New York, New York 10016 ----------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 697-1105 ----------------------------------------------------------- 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. As previously reported by Loral Space & Communications Inc. (the "Company"), on August 7, 2007, the Company, Loral Skynet Corporation ("Skynet"), a wholly-owned subsidiary of the Company, and 4363205 Canada Inc. ("Holdco"), a Canadian entity that will be owned by subsidiaries of the Company and the Public Sector Pension Investment Board, entered into an Asset Transfer Agreement (the "Asset Transfer Agreement"), pursuant to which, among other things, Skynet agreed to transfer substantially all of its assets to Holdco, and Holdco agreed to assume the principal amount of Skynet's 14% Senior Secured Cash/PIK Notes due 2015 (the "Notes"), or up to $126,000,000 of principal amount of a loan incurred to redeem the Notes, and substantially all of its liabilities relating to the business conducted by Skynet with the transferred assets. Also as previously reported by the Company, on September 4, 2007, Skynet entered into a Loan and Security Agreement with Valley National Bank for the purpose of making available to Skynet a loan (the "Redemption Loan") in the principal amount of $141,050,000 to fund the redemption of the Notes. The Notes were redeemed on September 5, 2007 with the proceeds of such Redemption Loan. On September 24, 2007, Holdco, the Company and Skynet entered into Amendment No. 1 to the Asset Transfer Agreement (the "Amendment"). The Amendment provides for Holdco to assume the full principal amount of $141,050,000 under the Redemption Loan, rather than up to $126,000,000. As was the case with respect to the assumption of the principal amount of the Notes or up to $126,000,000 of principal amount of a loan incurred to redeem the Notes, under the Asset Transfer Agreement, such assumption by Holdco of the full principal amount of $141,050,000 under the Redemption Loan will result in a corresponding reduction of the agreed valuation of Skynet's transferred assets that is set forth in the Asset Transfer Agreement. The foregoing discussion of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Form 8-K as Exhibit 10.1, and is incorporated in this Item 1.01 by reference. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits. ------- --- --------------------------------------------------------- Exhibit Number Description ------ ----------- ------- --- --------------------------------------------------------- 10.1 Amendment No. 1 to Asset Transfer Agreement, dated as of September 24, 2007, by and among 4363205 Canada Inc., Loral Skynet Corporation and Loral Space & Communications Inc. ------- --- --------------------------------------------------------- 2 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. Date: September 27, 2007 LORAL SPACE & COMMUNICATIONS INC. By: /s/ Janet T. Yeung ------------------------------------------ Name: Janet T. Yeung Title: Vice President, Deputy General Counsel and Assistant Secretary EXHIBIT INDEX ------- --- --------------------------------------------------------- Exhibit Number Description ------ ----------- ------- --- --------------------------------------------------------- 10.1 Amendment No. 1 to Asset Transfer Agreement, dated as of September 24, 2007, by and among 4363205 Canada Inc., Loral Skynet Corporation and Loral Space & Communications Inc. ------- --- --------------------------------------------------------- EX-10 2 l3932215b.txt EXHIBIT 10.1 AMENDMENT NO. 1 TO ASSET TRANSFER AGMT Exhibit 10.1 AMENDMENT NO. 1 TO ASSET TRANSFER AGREEMENT AMENDMENT NO. 1 TO ASSET TRANSFER AGREEMENT, dated as of September 24, 2007 (this "Amendment"), by and among 4363205 Canada Inc., a Canadian corporation ("Holdco"), Loral Skynet Corporation, a Delaware corporation ("Skynet"), and Loral Space & Communications Inc., a Delaware corporation (the "Parent"). Capitalized, undefined terms used herein shall have the respective meanings ascribed to them in the Asset Transfer Agreement (as hereinafter defined). R E C I T A L S: - - - - - - - - WHEREAS, on August 7, 2007, Holdco, Skynet and Parent entered into an Asset Transfer Agreement (as amended from time to time, the "Asset Transfer Agreement"), providing for, among other things, the transfer of the Transferred Property by Skynet to Holdco and, in partial consideration therefor, the assumption by Holdco of the Assumed Liabilities, all upon the terms and subject to the conditions set forth in the Asset Transfer Agreement; and WHEREAS, the parties hereto desire to amend the Asset Transfer Agreement as provided herein; NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows: SECTION 1. AMENDMENTS TO ASSET TRANSFER AGREEMENT 1.1. Section 1.1. (a) Section 1.1 of the Asset Transfer Agreement is hereby amended by deleting clause (j) of the definition of "Excluded Liabilities" therein in its entirety and inserting the following in lieu thereof: "(j) [reserved];" (b) Section 1.1 of the Asset Transfer Agreement is hereby amended by deleting the definition of "Note Repayment Costs" therein in its entirety and inserting the following in lieu thereof: "`Note Repayment Costs" means any and all obligations of Skynet or any of its Affiliates to pay interest on the Senior Notes or the Redemption Facility and/or any prepayment or redemption premiums, penalties or other Obligations associated with the Senior Notes or the Redemption Facility at any given time, provided that, for the avoidance of doubt, Note Repayment Costs shall not include the obligation of Skynet or any of its Affiliates (other than Holdco as provided herein) to pay any principal amount outstanding under the Senior Notes;" 1.2. Section 2.5(a)(ii). Section 2.5(a)(ii) of the Asset Transfer Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: "(ii) assume the obligation to pay the principal amount of the Senior Notes or Redemption Facility, whichever is then outstanding as of the Closing; and" 1.3. Section 2.6(a)(ii). Section 2.6(a)(ii) of the Asset Transfer Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: "(ii) the principal amount of the Redemption Facility outstanding immediately prior to the Closing translated into C$ at the Agreed Exchange Rate (being C$164,118,727.50 if $141,050,000 is the principal amount outstanding immediately prior to the Closing); and" SECTION 2. MISCELLANEOUS 2.1. Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Asset Transfer Agreement shall remain in full force and effect in accordance with their respective terms. As used in the Asset Transfer Agreement, the terms "this Agreement," "herein," "hereinafter," "hereunder," "hereto" and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the Asset Transfer Agreement as amended by this Amendment. 2.2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State. 2.3. Counterparts. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. [remainder of page intentionally left blank] - 2 - IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Asset Transfer Agreement to be duly executed as of the date first written above. 4363205 CANADA INC. By: /s/ Derek Murphy ----------------------------------------------- Name: Derek Murphy Title: Vice-Chairman By: /s/ Richard P. Mastoloni ----------------------------------------------- Name: Richard P. Mastoloni Title: Vice President LORAL SKYNET CORPORATION By: /s/ Janet T. Yeung ----------------------------------------------- Name: Janet T. Yeung Title: Vice President and Assistant Secretary LORAL SPACE & COMMUNICATIONS INC. By: /s/ Janet T. Yeung ----------------------------------------------- Name: Janet T. Yeung Title: Vice President, Deputy General Counsel and Assistant Secretary ACKNOWLEDGED AND AGREED: - ----------------------- PUBLIC SECTOR PENSION INVESTMENT BOARD By:/s/ Derek Murphy By: /s/ Stephanie Lachance ------------------------------------------ ---------------------------- Name: Derek Murphy Name: Stephanie Lachance Title: First Vice-President, Private Equity Title: Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----