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Organization and Principal Business
9 Months Ended
Sep. 30, 2014
Organization and Principal Business [Abstract]  
Organization and Principal Business

1. Organization and Principal Business

 

Loral Space & Communications Inc., together with its subsidiaries (“Loral,” the “Company,” “we,” “our” and “us”) is a leading satellite communications company engaged, through our ownership interests in affiliates, in satellite-based communications services.

 

Description of Business

 

Loral has one operating segment consisting of satellite-based communications services. Loral participates in satellite services operations through its ownership interest in Telesat Holdings Inc. (“Telesat Holdco”) which owns Telesat Canada (“Telesat”), a global satellite services operator. Telesat owns and leases a satellite fleet that operates in geosynchronous earth orbit approximately 22,000 miles above the equator. In this orbit, satellites remain in a fixed position relative to points on the earth’s surface and provide reliable, high-bandwidth services anywhere in their coverage areas, serving as the backbone for many forms of telecommunications.

 

Loral holds a 62.8% economic interest and a 32.7% voting interest in Telesat Holdco (see Note 5). We use the equity method of accounting for our ownership interest in Telesat Holdco.

 

Loral, a Delaware corporation, was formed on June 24, 2005, to succeed to the business conducted by its predecessor registrant, Loral Space & Communications Ltd. (“Old Loral”), which emerged from chapter 11 of the federal bankruptcy laws on November 21, 2005 (the “Effective Date”) pursuant to the terms of the fourth amended joint plan of reorganization, as modified.

 

Sale of SS/L

 

On November 2, 2012, Loral completed the sale (the “Sale”) of its wholly-owned subsidiary, Space Systems/Loral, LLC (formerly known as Space Systems/Loral, Inc. (“SS/L”)), to MDA Communications Holdings, Inc. (“MDA Holdings”), a subsidiary of MacDonald, Dettwiler and Associates Ltd. (“MDA”). Pursuant to the purchase agreement (the “Purchase Agreement”), dated as of June 26, 2012, as amended on October 30, 2012 and March 28, 2013, by and among Loral, SS/L, MDA and MDA Holdings, Loral received total cash payments of $967.9 million plus, for the sale of certain real estate used in connection with SS/L’s business, a three-year promissory note in the principal amount of $101 million (the “Land Note”). Transaction costs related to the Sale were $35.2 million. Subsequent to the closing of the Sale and pursuant to the Purchase Agreement, Loral, in December 2012, paid MDA $6.5 million as a result of the resolution of a contingency.

 

Under the terms of the Purchase Agreement, Loral agreed to indemnify SS/L from certain damages in a lawsuit (the “ViaSat Suit”) brought in 2012 by ViaSat, Inc. (“ViaSat”) against SS/L. On September 5, 2014, Loral, SS/L and ViaSat entered into a settlement agreement (the “Settlement Agreement”) pursuant to which the ViaSat Suit and an additional patent infringement and breach of contract lawsuit brought by ViaSat against Loral and SS/L in September 2013 were settled. Loral was also released from indemnification claims relating to the ViaSat lawsuits under the Purchase Agreement. The terms of the Settlement Agreement provide, among other things, for payment by Loral and SS/L to ViaSat on a joint and several basis of $100 million,  $40 million of which was paid on September 9, 2014 in connection with entry into of the Settlement Agreement, and $60 million of which will be paid quarterly from October 15, 2014 through January 15, 2017 with interest accruing from the effective date of the Settlement Agreement at rate of 11.4% per year. The initial quarterly payment of $6.9 million was made by Loral and SS/L on October 15, 2014.

 

In connection with entry into of the Settlement Agreement with ViaSat, Loral and MDA agreed to a mechanism for the allocation between Loral and SS/L of the payments due to ViaSat under the Settlement Agreement. Under that agreement, payments to ViaSat will initially be advanced equally by Loral and SS/L but will be subject to a further allocation between the parties. The parties will then, by way of mediation or arbitration (the “Dispute Resolution Agreement Proceedings”), allocate how much of the payment each party bears. The minimum payment to be borne by either party will be $15 million. The Dispute Resolution Agreement Proceedings are expected to occur in the fourth quarter of 2014. See Note 14 for additional information regarding the lawsuits brought by ViaSat, the Settlement Agreement and the Dispute Resolution Agreement Proceedings. 

 

The Land Note from MDA, as amended, provides for interest at the rate of 1% per annum on the remaining principal outstanding as of September 30, 2014 and is backed by a letter of guarantee from Royal Bank of Canada. Loral received a principal payment of $67.3 million on March 31, 2014 and is due to receive the remaining principal of $33.7 million on March 31, 2015.