-----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, OrGX/wkerJZ7h7MeXB/pR2FdWqElOmNKcQb67c//+srij+kMHzTDN9Xh5SWvqUQQ ZWlmOrWGJkg1Si7PZOT8yw== 0000899681-07-000178.txt : 20070301 0000899681-07-000178.hdr.sgml : 20070301 20070301163655 ACCESSION NUMBER: 0000899681-07-000178 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070227 FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR INSTITUTIONAL PARTNERS LP CENTRAL INDEX KEY: 0001098749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663938 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR ADVISORS LLC CENTRAL INDEX KEY: 0001284082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663939 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP ET AL STREET 2: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721000 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663941 BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2122620005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663931 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners IIA LP CENTRAL INDEX KEY: 0001301390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663936 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors LLC CENTRAL INDEX KEY: 0001344642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663937 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122620005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Capital Partners Master Account LP CENTRAL INDEX KEY: 0001354805 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663940 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors II LLC CENTRAL INDEX KEY: 0001301392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663935 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners III LP CENTRAL INDEX KEY: 0001391121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663934 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors III LLC CENTRAL INDEX KEY: 0001391563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14180 FILM NUMBER: 07663933 BUSINESS ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-02-27 0001006269 LORAL SPACE & COMMUNICATIONS INC. LORL 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001098749 MHR INSTITUTIONAL PARTNERS LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001344642 MHR Institutional Advisors LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301390 MHR Institutional Partners IIA LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391121 MHR Institutional Partners III LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391563 MHR Institutional Advisors III LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Series A-1 Preferred Stock 30.1504 2007-02-27 4 P 0 15643 301.504 A 2007-02-27 Common Stock 156430 15643 I See Footnote Series A-1 Preferred Stock 30.1504 2007-02-27 4 P 0 1809 301.504 A 2007-02-27 Common Stock 18090 1809 I See Footnote Series A-1 Preferred Stock 30.1504 2007-02-27 4 P 0 7759 301.504 A 2007-02-27 Common Stock 77590 7759 I See Footnote Series A-1 Preferred Stock 30.1504 2007-02-27 4 P 0 19547 301.504 A 2007-02-27 Common Stock 195470 19547 I See Footnote Series A-1 Preferred Stock 30.1504 2007-02-27 4 P 0 91768 301.504 A 2007-02-27 Common Stock 917680 91768 I See Footnote Series B-1 Preferred Stock 30.1504 2007-02-27 4 P 0 98362 301.504 A Common Stock 983620 98362 I See Footnote Series B-1 Preferred Stock 30.1504 2007-02-27 4 P 0 11372 301.504 A Common Stock 113720 11372 I See Footnote Series B-1 Preferred Stock 30.1504 2007-02-27 4 P 0 48787 301.504 A Common Stock 487870 48787 I See Footnote Series B-1 Preferred Stock 30.1504 2007-02-27 4 P 0 122910 301.504 A Common Stock 1229100 122910 I See Footnote Series B-1 Preferred Stock 30.1504 2007-02-27 4 P 0 577055 301.504 A Common Stock 5770550 577055 I See Footnote These shares of Series A-1 Cumulative 7.50% Convertible Preferred Stock, par value $0.01 per share, of Loral Space & Communications Inc. (the "Issuer") were issued pursuant to the Securities Purchase Agreement, dated as of October 17, 2006, as amended and restated on February 27, 2007, by and between the Issuer and MHR Fund Management LLC, a Delaware limited liability company ("Fund Management") (as so amended and restated, the "Securities Purchase Agreement"), as described further in the Schedule 13D/A filed with the Securities and Exchange Commission by the Reporting Persons on February 28, 2007 (the "Schedule 13D/A"). These shares of Series B-1 Cumulative 7.50% Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the "Series B-1 Preferred Stock") were issued pursuant to the Securities Purchase Agreement, as described further in the Schedule 13D/A. These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Master Account. Fund Management has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Master Account. These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Capital Partners (100). These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners II. These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III") is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners III. The shares of Series B-1 Preferred Stock are convertible into shares of Common Stock only upon the date that either the Reporting Persons or an unrelated third party beneficially owns more than 50% of the shares of Common Stock, as described further in the Schedule 13D/A (the "Majority Ownership Date"). Prior to the Majority Ownership Date, the shares of Series B-1 Preferred Stock are only convertible into shares of Class B-1 Non-Voting Common Stock, par value $0.01, of the Issuer (the "Class B-1 Non-Voting Stock"), provided that the Issuer has filed an amendment to its Certificate of Incorporation authorizing the issuance of the Class B-1 Non-Voting Stock (the "Class B Non-Voting Stock Authorization"). Prior to the Class B Non-Voting Stock Authorization, the shares of Series B-1 Preferred Stock are not convertible into any other securities of the Issuer. None The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any shares not held directly for his or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ Mark H. Rachesky 2007-03-01 EX-99 2 rachesky-ex99_030107.txt Exhibit 99 MHR CAPITAL PARTNERS MASTER ACCOUNT LP By: MHR Advisors LLC, its General Partner By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR ADVISORS LLC By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR INSTITUTIONAL PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR INSTITUTIONAL ADVISORS LLC By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR INSTITUTIONAL PARTNERS IIA LP By: MHR Institutional Advisors II LLC, its General Partner By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR INSTITUTIONAL ADVISORS II LLC By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR INSTITUTIONAL PARTNERS III LP By: MHR Institutional Advisors III LLC, its General Partner By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR INSTITUTIONAL ADVISORS III LLC By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR FUND MANAGEMENT LLC By: /s/ Hal Goldstein ---------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 -----END PRIVACY-ENHANCED MESSAGE-----