8-K 1 y11548e8vk.txt FORM 8-K ================================================================================ 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): August 1, 2005 Loral Space & Communications Ltd. ------------------------------------------ (Exact name of registrant as specified in its charter) Bermuda 1-14180 13-3867424 ---------------------------- ------------- -------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) c/o Loral SpaceCom Corporation 10016 600 Third Avenue, New York, New York ------------------------------- ----------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (212) 697-1105 Not Applicable ---------------------------------------------- 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: [ ] 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)) ================================================================================ ITEM 1.03. BANKRUPTCY OR RECEIVERSHIP On July 15, 2003, Loral Space & Communications Ltd. ("Loral" or the "Company") and certain of its subsidiaries (the "Debtor Subsidiaries" and collectively with Loral, the "Debtors"), filed voluntary petitions for reorganization under chapter 11 of title 11 ("Chapter 11") of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") (Lead Case No. 03-4171-(RDD), Case Nos. 03-41709 (RDD) through 03-41728 (RDD)) (the "Chapter 11 Cases"). Loral and the Debtor Subsidiaries continue to manage their properties and operate their businesses as "debtors in possession" under the jurisdiction of the Bankruptcy Court and in accordance with the provisions of the Bankruptcy Code. On August 1, 2005 (the "Confirmation Date"), the Court entered an order (the "Confirmation Order") confirming the Debtors' Fourth Amended Joint Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). Following the satisfaction of various conditions, the Company will emerge from Chapter 11 on the effective date (the "Effective Date") of the Plan. The Plan and the Confirmation Order are incorporated by referenced herein. Summary of the Plan The following is a summary of the matters contemplated to occur either pursuant to or in connection with the confirmation and implementation of the Plan. This summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan. This summary is qualified in its entirety by reference to the full text of the Plan. Capitalized terms used but not defined in this Form 8-K have the meanings set forth in the Plan. 1. Structure of New Loral On the Effective Date, Loral Space & Communications Inc., a newly-formed Delaware corporation ("New Loral") will own, through an intermediate holding company, all of the outstanding common stock of two subsidiaries: Loral Skynet Corporation, a Delaware corporation formerly known as Loral Orion, Inc. (respectively, "New Skynet" and "Orion") and Space Systems/Loral, Inc., a Delaware corporation ("SS/L"). New Skynet will succeed to the ownership of all of the assets of Orion and, directly or indirectly, the following additional assets held by the Debtors: (i) all of the equity interests in XTAR, L.L.C.; (ii) all licenses or rights to orbital slots; (iii) all of the Telstar 18 satellite transponders and equity (if any) that is not currently owned by Orion; (iv) EdS; (v) Loral Skynet do Brasil Ltda. (including all of its assets and the orbital slot license for EdS); (vi) all owned transponders on the Satmex 5 satellite owned by Satelites Mexicanos, S.A. de C.V. ("Satmex"); (vii) the joint venture rights and interests in Mabuhay Space Holdings Limited; (viii) all interests in Globalstar, L.L.C.; (ix) trademark rights relating to the satellite services business; (x) all equity in Satmex; (xi) other assets used to operate the satellites; and (xii) all of the equity interests in Loral Skynet Network Services, Inc. ("LSNS"). New Skynet will be the satellite services arm of New Loral and will continue to provide satellite services and, through LSNS, network and professional services and support. SS/L will continue its existence as the satellite design and manufacturing arm of New Loral and will own substantially all of its former assets, other than those assets transferred as described above. 2. Classification and Treatment of Claims and Equity Interests The Plan classifies Claims and Equity Interests separately and provides different treatment for different Classes of Claims and Equity Interests in accordance with the Bankruptcy Code. The following table briefly summarizes the classification and treatment of Claims and Equity Interests under the Plan: 2
Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- -- Administrative Unimpaired; paid in full, in Cash, or Expense Claims in accordance with the terms and against the conditions of transactions or Ltd. Debtors(1) agreements relating to obligations incurred in the ordinary course of business during the pendency of the Reorganization Cases or assumed by the Ltd. Debtors as Debtors in Possession. -- Priority Tax Unimpaired; except to the extent that a Claims against the holder agrees to different treatment, Ltd. Debtors at the option of the Ltd. Debtors, after consultation with the Creditors' Committee, either (i) paid in full, in Cash, or (ii) paid over a six-year period from the date of assessment as provided in section 1129(a)(9)(C) of the Bankruptcy Code with interest payable at a rate of 6% per year, subject to the Ltd. Debtors' option to prepay such Claim. -- Indenture Trustee Unimpaired; paid in full, in Cash, as Fees Administrative Expense Claims. Ltd. Other Priority Unimpaired; paid in full, in Cash. Class 1 Claims against the Ltd. Debtors Ltd. Secured Tax the Impaired; except to the extent that a Class 2 Claims against holder agrees to different treatment, Ltd. Debtors at the option of the Ltd. Debtors, after consultation with the Creditors' Committee, (i) Cash in the amount equal to such Allowed Secured Tax Claim, including applicable interest as provided in section 506(b) of the Bankruptcy Code, on or as soon as reasonably practicable after the Effective Date, (ii) equal annual Cash payments beginning one year after the Effective Date in an aggregate amount equal to such Allowed Secured Tax Claim, with interest payable at a rate of 6% per annum over a six-year period, subject to the Ltd. Debtors' option to prepay such Claim, or (iii) upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim deferred Cash payments having a value, as of the Effective Date, equal to such Claim. If the Ltd. Debtors treat a Claim under clause (i) above, the Liens securing such Claim shall be deemed released. Ltd. Secured Claims Unimpaired; at the sole option of the Ltd. Class 3 against the Ltd. Debtors, (i) Cash in the amount equal to 100% of the unpaid
---------- (1) The "Ltd. Debtors" consist of all of the Debtors other than the Orion Debtors, the SpaceCom Debtors and the SS/L Debtors. 3
Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- Debtors amount of such Allowed Secured Claim, (ii) the proceeds of the sale or disposition of the Collateral securing such Allowed Claim to the extent of the value of the holder's secured interest in such Collateral, (iii) the Collateral securing such Allowed Claim, or (iv) such other distribution as necessary to satisfy the requirements of section 1124 of the Bankruptcy Code. If the Ltd. Debtors treat a Claim under clause (i) or (ii) above, the Liens securing such Claim shall be deemed released. Ltd. Ltd. General Impaired; will receive its Ltd. Class 4 Class 4 Unsecured Claims Pro Rata Share(2) of the New Loral Common Stock Balance.(3) Ltd. Ltd. Preferred Impaired; no distribution. Class 5 Stock Interests Ltd. Ltd. Equity Impaired; no distribution. Class 6 Interests Ltd. Securities Impaired; no distribution in accordance Class 7 Litigation with section 510(b) of the Bankruptcy Claims Code. -- Administrative Unimpaired; paid in full, in Cash, or in Expense Claims accordance with the terms and conditions against the of transactions or agreements relating to Orion Debtors(4) obligations incurred in the ordinary course of business during the pendency of the Reorganization Cases or assumed by the Orion Debtors as Debtors in Possession. -- Priority Tax Unimpaired; except to the extent that a holder Claims against agrees to different treatment, at the option the Orion of the Orion Debtors, after consultation Debtors with the Creditors' Committee, either (i) paid in full, in Cash, or (ii) paid over a six-year period from the date of assessment as provided in section 1129(a)(9)(C) of the Bankruptcy Code with interest payable at a rate of 6% per year, subject to the Orion Debtors' option to prepay such Claim.
---------- (2) A "Ltd. Class 4 Pro Rata Share" is the ratio (expressed as a percentage) of the amount of an Allowed Ltd. General Unsecured Claim to the sum of (a) the aggregate amount of Allowed Ltd. General Unsecured Claims and (b) the aggregate of the Disputed Claim Amounts of All Disputed Claims in Ltd. Class 4. The "Disputed Claim Amount" is the estimated dollar value of a Disputed Claim pursuant to section 502(c) of the Bankruptcy Code or as otherwise agreed to between the holder of such Claim and the applicable Debtor or Reorganized Debtor, or as otherwise determined by the Bankruptcy Court, or if no such amount exists, the amount set forth as the liquidated amount of such Disputed Claim in the proof of claim filed in respect of such Claim. (3) The "New Loral Common Stock Balance" is 12,420,652 shares of New Loral Common Stock. (4) The "Orion Debtors" consist of Orion and its Debtor subsidiaries. 4
Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- Orion Other Priority Unimpaired; paid in full, in Cash. Class 1 Claims against the Orion Debtors Orion Secured Tax Impaired; except to the extent that a Class 2 Claims against the holder agrees to different treatment, Orion Debtors at the option of the Orion Debtors, after consultation with the Creditors' Committee, (i) Cash in the amount equal to such Allowed Secured Tax Claim, including applicable interest as provided in section 506(b) of the Bankruptcy Code, on or as soon as reasonably practicable after the Effective Date, (ii) equal annual Cash payments beginning one year after the Effective Date in an aggregate amount equal to such Allowed Secured Tax Claim, with interest payable at a rate of 6% per annum over a six-year period, subject to the Orion Debtors' option to prepay such Claim, or (iii) upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim deferred Cash payments having a value, as of the Effective Date, equal to such Claim. If the Orion Debtors treat a Claim under clause (i) above, the Liens securing such Claim shall be deemed released. Orion Secured Claims Unimpaired; at the sole option of the Class 3 against the Orion Debtors, (i) Cash in the amount Orion Debtors equal to 100% of the unpaid amount of such Allowed Secured Claim, (ii) the proceeds of the sale or disposition of the Collateral securing such Allowed Claim to the extent of the value of the holder's secured interest in such Collateral, (iii) the Collateral securing such Allowed Claim, or (iv) such other distribution as necessary to satisfy the requirements of section 1124 of the Bankruptcy Code. If the Orion Debtors treat a Claim under clause (i) or (ii) above, the Liens securing such Claim shall be deemed released. Orion Orion General Impaired; (A) distribution of an Orion Class 4 Unsecured Pro Rata Share(6) of (i) 7,579,348 shares Claims(5) of New Loral Common Stock as of the Effective Date and (ii) the New Skynet Preferred Stock and (B) each holder of an Allowed Orion General Unsecured Claim may participate in a rights offering to subscribe for the New Skynet Notes on account of such Claim.
---------- (5) In addition to holding a Claim in Orion Class 4, holders of Orion 10% Note Claims also hold Claims in Ltd. Class 4 on account of their Ltd. Guaranty Claims. (6) An "Orion Pro Rata Share" is the ratio (expressed as a percentage) of the amount of an Allowed Orion General Unsecured Claim to the sum of (a) the aggregate amount of all Allowed Orion General Unsecured 5
Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- Orion Orion Equity Unimpaired; unaltered. Class 5 Interests -- Administrative Unimpaired; paid in full, in Cash, or Expense Claims in accordance with the terms and against the conditions of transactions or SpaceCom agreements relating to obligations Debtors(7) incurred in the ordinary course of business during the pendency of the Reorganization Cases or assumed by the SpaceCom Debtors as Debtors in Possession. -- Priority Tax Unimpaired; except to the extent that a Claims against the holder agrees to different treatment, SpaceCom Debtors at the option of the SpaceCom Debtors, after consultation with the Creditors' Committee, either (i) paid in full, in Cash, or (ii) paid over a six-year period from the date of assessment as provided in section 1129(a)(9)(C) of the Bankruptcy Code with interest payable at a rate of 6% per year, subject to the SpaceCom Debtors' option to prepay such Claim. SpaceCom Other Priority Unimpaired; paid in full, in Cash. Class 1 Claims against the SpaceCom Debtors
---------- Claims and (b) the Disputed Claim Amounts of all Disputed Claims in Orion Class 4. The "Disputed Claim Amount" is the estimated dollar value of a Disputed Claim pursuant to section 502(c) of the Bankruptcy Code or as otherwise agreed to between the holder of such Claim and the applicable Debtor or Reorganized Debtor, or as otherwise determined by the Bankruptcy Court, or if no such amount exists, the amount set forth as the liquidated amount of such Disputed Claim in the proof of claim filed in respect of such Claim. (7) The "SpaceCom Debtors" consist of SpaceCom and its Debtor subsidiaries, other than SS/L and its Debtor subsidiary. 6
Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- SpaceCom Secured Tax Impaired; except to the extent that a Class 2 Claims against holder agrees to different treatment, the SpaceCom at the option of the SpaceCom Debtors, Debtors after consultation with the Creditors' Committee, (i) Cash in the amount equal to such Allowed Secured Tax Claim, including applicable interest as provided in section 506(b) of the Bankruptcy Code, on or as soon as reasonably practicable after the Effective Date, (ii) equal annual Cash payments beginning one year after the Effective Date in an aggregate amount equal to such Allowed Secured Tax Claim, with interest payable at a rate of 6% per annum over a six-year period, subject to the SpaceCom Debtors' option to prepay such Claim, or (iii) upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim deferred Cash payments having a value, as of the Effective Date, equal to such Claim. If the SpaceCom Debtors treat a Claim under clause (i) above, the Liens securing such Claim shall be deemed released. SpaceCom Secured Claims Unimpaired; at the sole option of the Class 3 against the SpaceCom Debtors, (i) Cash in the SpaceCom amount equal to 100% of the unpaid Debtors amount of such Allowed Secured Claim, (ii) the proceeds of the sale or disposition of the Collateral securing such Allowed Claim to the extent of the value of the holder's secured interest in such Collateral, (iii) the Collateral securing such Allowed Claim, or (iv) such other distribution as necessary to satisfy the requirements of section 1124 of the Bankruptcy Code. If the SpaceCom Debtors treat a Claim under clause (i) or (ii) above, the Liens securing such Claim shall be deemed released. SpaceCom SpaceCom Unimpaired; paid in full, in Cash in an Class 4 General amount equal to such Allowed Claim plus Unsecured interest thereon (without any Claims compounding) at a rate of 6% per annum for the period from the Commencement Date through the Effective Date, on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii) the date such Claim becomes Allowed and (iii) the date for payment provided by any agreement or understanding between the applicable SpaceCom Debtor or SpaceCom Debtors and the holder of such Claim. SpaceCom SpaceCom Unimpaired; unaltered. Class 5 Equity Interests
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Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- -- Administrative Unimpaired; paid in full, in Cash, or Expense Claims in accordance with the terms and against the conditions of transactions or SS/L Debtors(8) agreements relating to obligations incurred in the ordinary course of business during the pendency of the Reorganization Cases or assumed by the SS/L Debtors as Debtors in Possession. -- Priority Tax Unimpaired; except to the extent that a Claims against holder agrees to different treatment, the SS/L at the option of the SS/L Debtors, Debtors after consultation with the Creditors' Committee, either (i) paid in full, in Cash, or (ii) paid over a six-year period from the date of assessment as provided in section 1129(a)(9)(C) of the Bankruptcy Code with interest payable at a rate of 6% per year, subject to the SS/L Debtors' option to prepay such Claim. SS/L Other Priority Unimpaired; paid in full, in Cash. Class 1 Claims against the SS/L Debtors SS/L Secured Tax Impaired; except to the extent that a Class 2 Claims against holder agrees to different treatment, the SS/L at the option of the SS/L Debtors, Debtors after consultation with the Creditors' Committee, (i) Cash in the amount equal to such Allowed Secured Tax Claim, including applicable interest as provided in section 506(b) of the Bankruptcy Code, on or as soon as reasonably practicable after the Effective Date, (ii) equal annual Cash payments beginning one year after the Effective Date in an aggregate amount equal to such Allowed Secured Tax Claim, with interest payable at a rate of 6% per annum over a six-year period, subject to the SS/L Debtors' option to prepay such Claim, or (iii) upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim deferred Cash payments having a value, as of the Effective Date, equal to such Claim. If the SS/L Debtors treat a Claim under clause (i) above, the Liens securing such Claim shall be deemed released. SS/L Secured Claims Unimpaired; at the sole option of the Class 3 against the SS/L Debtors, (i) Cash in the amount SS/L Debtors equal to 100% of the unpaid amount of such Allowed Secured Claim, (ii) the proceeds of the sale or disposition of the Collateral securing such Allowed Claim to the extent of the value of the holder's secured interest in such Collateral, (iii) the Collateral securing such Allowed Claim, or (iv) such other distribution as necessary to
(8) The "SS/L Debtors" consist of SS/L and its Debtor subsidiary. 8
Type of Claim Class or Equity Interest Treatment ----- ------------------ --------- satisfy the requirements of section 1124 of the Bankruptcy Code. If the SS/L Debtors treat a Claim under clause (i) or (ii) above, the Liens securing such Claim shall be deemed released. SS/L SS/L General Unimpaired; paid in full, in Cash in an Class 4 Unsecured amount equal to such Allowed Claim plus Claims interest thereon (without any compounding) at a rate of 6% per annum for the period from the Commencement Date through the Effective Date, on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii) the date such Claim becomes Allowed and (iii) the date for payment provided by any agreement or understanding between the applicable SS/L Debtor or SS/L Debtors and the holder of such Claim. SS/L SS/L Equity Unimpaired; unaltered. Class 5 Interests
3. Securities to be Issued Under the Plan Pursuant to the Plan, New Loral and New Skynet, as applicable, are authorized without further act or action under applicable law, regulation, order, or rule to issue the following securities: (a) the New Loral Common Stock, (b) the New Skynet Preferred Stock, (c) the New Skynet Notes, (d) the Subscription Rights and (e) the Options. (a) New Loral Common Stock. As of the Effective Date, the authorized common stock of New Loral will consist of 40,000,000 shares of New Loral Common Stock, par value $.01 per share. Pursuant to the Plan, an aggregate of 20,000,000 shares of New Loral Common Stock will be issued to holders of Allowed Orion General Unsecured Claims and holders of Allowed Ltd. General Unsecured Claims. The rights of holders of New Loral Common Stock will be subject to the New Loral Certificate of Incorporation and New Loral By-laws and applicable Delaware law. The New Loral Common Stock issued to creditors pursuant to the Plan will be subject to dilution by shares of New Loral Common Stock issued under the New Management Stock Plan. New Loral will use its commercially reasonable efforts to cause the shares of New Loral Common Stock to be registered under Section 12 of the Securities Exchange Act of 1934, as amended, and listed on the Nasdaq market system or other national securities exchange for which it may qualify as soon as practicable after the Effective Date. (b) New Skynet Preferred Stock. The New Skynet Preferred Stock is non-convertible preferred stock of New Skynet, $0.01 par value per share, 2,000,000 shares of which shall be authorized for issuance, of which 1,000,000 shares shall be issued as of the Effective Date. Pursuant to the Plan, on the Effective Date, New Skynet shall issue to holders of Orion General Unsecured Claims New Skynet Preferred Stock with an aggregate liquidation preference of $200,000,000 plus accrued but unpaid dividends (the "Liquidation Preference"). The New Skynet Preferred Stock will have an annual dividend equal to 12% of the Liquidation Preference, which shall be mandatorily payable semi-annually in Cash, in arrears; provided, however, that such dividend may be payable in kind (i.e., in additional shares of New Skynet Preferred Stock) under certain circumstances as set forth in the Certificate of Designation of the New Skynet Preferred Stock. (c) New Skynet Notes. Pursuant to the Plan, in connection with the offering of Subscription Rights to the holders of Orion General Unsecured Claims described, New Skynet shall issue senior secured notes 9 in the principal amount of $120,000,000 plus the Backstop Fee, the terms of which are governed by the New Skynet Notes Indenture, dated as of the Effective Date, between New Skynet and an indenture trustee to be selected by New Skynet. The New Skynet Notes will be guaranteed by certain of New Skynet Subsidiaries on a senior secured basis. The New Skynet Notes will have a ten-year term, bearing interest at the rate of 14% per annum payable semi-annually in arrears; provided, however, that such interest may be payable in kind (i.e., in additional New Skynet Notes) under certain circumstances as set forth in the New Skynet Indenture. (d) Subscription Rights. Pursuant to the Plan, holders of Orion General Unsecured Claims were entitled to Subscription Rights, which are non-transferable, non-certificated rights to subscribe for the New Skynet Notes in the aggregate principal amount of $120,000,000. Upon expiration of the Rights Offering on July 29, 2005, $98,321,000 of the New Skynet Notes had been subscribed for. The amount of New Skynet Notes that are not subscribed for pursuant to the Rights Offering will be purchased by the Backstop Purchasers pursuant to the Backstop Commitment Agreement. In consideration for its agreement to backstop the Rights Offering, each Backstop Purchaser will, subject to the Backstop Commitment Agreement, receive its pro rata share of the Backstop Fee, consisting of $6 million of New Skynet Notes, as well as a reimbursement of certain expenses. The proceeds of the Rights Offering will be used to (i) purchase substantially all of the non-Orion satellite services assets and (ii) fund the cash portion of the distributions to be made to holders of Allowed Claims in SpaceCom Class 4 and SS/L Class 4. (e) Options. The New Management Stock Plan provides for a New Management Incentive Program (the "New Management Incentive Program") consisting of a stock option plan for the Reorganized Debtors' management and other key employees. The New Management Incentive Program will provide for Options to acquire shares of New Loral Common Stock representing up to 6.5% of the fully diluted common stock of New Loral as of the Effective Date, or approximately 1.39 million shares. 4. Discharge and Injunction The rights afforded in the Plan and the payments and distributions to be made thereunder will discharge all existing debts and claims, and except as provided in the Plan with regard to the Orion Equity interests, SpaceCom Equity interests and SS/L Equity interests held by the Debtors, will terminate all equity interests, of any kind, nature, or description whatsoever against or in the Debtors or any of their assets or properties to the fullest extent permitted by Section 1141 of the Bankruptcy Code. Except as provided in the Plan, upon the Effective Date, all existing claims against the Debtors and equity interests in the Debtors will be, and will be deemed to be, discharged and terminated, and all holders of claims and equity interests will be precluded and enjoined from asserting against the Reorganized Debtors, their successors or assignees, or any of their assets or properties, any other or further claim or equity interest based upon any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date, whether or not such holder has filed a proof of claim or proof of equity interest, and whether or not the facts or legal bases therefore were known or existed prior to the Effective Date. Upon the Effective Date and in consideration of the distributions to be made under the Plan, except as otherwise expressly provided in the Plan, each holder (as well as any trustees and agents on behalf of each holder) of a claim or equity interest and any affiliate of such holder will be deemed to have forever waived, released and discharged the Debtors, to the fullest extent permitted by Section 1141 of the Bankruptcy Code, of and from any and all claims, equity interests, rights and liabilities that arose prior to the Effective Date. Upon the Effective Date, all such persons will be forever precluded and enjoined, pursuant to Section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged claim against or terminated equity interest in the Debtors. Except as otherwise expressly provided in the Plan, all persons or entities who have held, hold or may hold claims or equity interests and all other parties in interest, along with their respective present or former employees, agents, officers, directors, principals and affiliates, are permanently enjoined, from and after the Effective Date, from (I) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such claim or equity interest against the Debtors or Reorganized Debtors, (II) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or 10 order against the Debtors or Reorganized Debtors, (III) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors, or (IV) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors with respect to any such claim or equity interest. Such injunction will extend to any successors of the Debtors and Reorganized Debtors and their respective properties and interest in properties. Information Regarding Equity Interests The Company has 44,107,782 shares of common stock, 3,745,485 shares of Series C preferred stock and 734,135 shares of Series D preferred stock issued and outstanding as of the date of this report. As discussed above, on the Effective Date, the currently outstanding shares of the Company's common and preferred stock will be cancelled without any distribution to be made to the holders of such shares. See sections 3(a), (b) and (e) above for a discussion of the equity interests to be issued by New Loral pursuant to the Plan. Certain Financial Information Information regarding the assets and liabilities of the Company is set forth in the Company's monthly operating report for the period of April 22, 2005 through May 20, 2005 filed with the Bankruptcy Report in the form attached hereto as Exhibit 99.1. 11 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description ----------- ----------- 2.1 Debtors' Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated June 3, 2005. (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 8, 2005.) 2.2 Modification to Debtors' Fourth Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated August 1, 2005. 2.3 Bankruptcy Court Order, dated August 1, 2005, confirming the Debtors' Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as modified. 99.1 Company's Monthly Operating Report for the period of April 22, 2005 through May 20, 2005 filed with the Bankruptcy Report.
12 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. Loral Space & Communications Ltd. August 5, 2005 By: /s/ Janet Yeung -------------------------------- Name: Janet Yeung Title: Vice President, Deputy General Counsel and Assistant Secretary 13 Exhibit Index
Exhibit No. Description ----------- ----------- 2.1 Debtors' Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated June 3, 2005. (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 8, 2005.) 2.2 Modification to Debtors' Fourth Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated August 1, 2005. 2.3 Bankruptcy Court Order, dated August 1, 2005, confirming the Debtors' Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as modified. 99.1 Company's Monthly Operating Report for the period of April 22, 2005 through May 20, 2005 filed with the Bankruptcy Report.
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