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Organization and Principal Business
6 Months Ended
Jun. 30, 2012
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 in satellite manufacturing and, through our ownership interests in affiliates, satellite-based communications services.

Recent Developments

On June 26, 2012, Loral and Space Systems/Loral, Inc., a Delaware corporation and a wholly-owned subsidiary of Loral (“SS/L”), entered into a purchase agreement (the “Purchase Agreement”) with MacDonald, Dettwiler and Associates Ltd., a Canadian corporation (“MDA”), and MDA Communications Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of MDA (“Purchaser” or “MDA Holdings”), pursuant to which the Company has agreed to sell one hundred percent of the outstanding equity interests in SS/L to Purchaser for $774 million (subject to certain purchase price adjustments set forth in the Purchase Agreement) and certain related real estate to MDA for a $101 million promissory note.

Prior to consummating the sale, SS/L will (i) be converted into a limited liability company, (ii) transfer the real estate owned by it to a newly formed limited liability company (the “Land LLC”), (iii) distribute the equity interests in the Land LLC to Loral, and (iv) pay a dividend and repay intercompany balances to Loral in an amount equal to approximately $111.9 million plus $192,500 per day from March 31, 2012 to the closing of the transaction, plus amounts accrued from March 31, 2012 to the closing of the transaction under the existing management and shared services agreements between Loral and SS/L.

The transaction will be taxable, and, for tax purposes, treated as a sale of assets.

The $101 million promissory note to be received from MDA will bear interest at the rate of 1% per annum and will amortize in three equal annual installments commencing March 31, 2013. The note will be secured by a letter of guarantee from Royal Bank of Canada.

Under the terms of the Purchase Agreement, Loral will indemnify SS/L for all Covered Litigation Costs and any Covered Litigation Damages (as such terms are defined in the Purchase Agreement), subject to certain capped cost-sharing by SS/L, and will retain control of the defense of the lawsuit against SS/L and Loral by ViaSat, Inc. as well as SS/L’s counterclaims against ViaSat, Inc. in that lawsuit. Under the terms of the Purchase Agreement, following a change of control of Loral, the liability of Loral for Covered Litigation Damages is subject to a dollar cap.

The closing of the transactions contemplated by the Purchase Agreement is subject to certain closing conditions, including: (i) that from the date of the Purchase Agreement to the closing date of the transactions contemplated thereby a Material Adverse Effect (as defined in the Purchase Agreement) shall not have occurred, (ii) that any required waiting periods (including any extension thereof) applicable to the consummation of the transactions contemplated by the Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have terminated or expired, (iii) obtaining the approval of the Committee on Foreign Investment in the United States (CFIUS), and (iv) other customary closing conditions. If the sale of SS/L is not consummated by November 23, 2012, either Loral or MDA may terminate the Purchase Agreement provided that each party’s right to terminate the Purchase Agreement shall not be available if such party’s action or failure to act has caused the failure of the closing to take place by November 23, 2012 and such action or failure constitutes a breach of the Purchase Agreement.

Description of Business

SS/L designs and manufactures satellites, space systems and space system components for commercial and government customers whose applications include fixed satellite services (“FSS”), direct-to-home (“DTH”) broadcasting, mobile satellite services (“MSS”), broadband data distribution, wireless telephony, digital radio, digital mobile broadcasting, military communications, weather monitoring and air traffic management.

The operations of SS/L, previously reported as the satellite manufacturing operating segment, have been reclassified as discontinued operations in our statements of operations and cash flows. The assets and liabilities of SS/L have been reflected as assets held for sale and liabilities held for sale, respectively, on our condensed consolidated balance sheet as of June 30, 2012.

 

Subsequent to the sale of SS/L, Loral will have, as a result of the pending transaction with MDA and MDA Holdings, one operating segment consisting of satellite based communications services. Loral participates in satellite services operations principally through its ownership interest in Telesat Holdings Inc. (“Telesat Holdco”) which owns Telesat Canada (“Telesat”), a global FSS provider. 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 64% economic interest and a 33  1/3 % voting interest in Telesat Holdco (see Note 10). 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 (“the Plan of Reorganization”).