13D | ||||
CUSIP No. 543881106 | Page 1 of 22 Pages |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
Loral Space & Communications Inc.
(Name of Issuer)
Voting Common Stock, par value $0.01 per share
(Title of Class of Securities)
543881106
(CUSIP Number)
Thomas Surgent, Chief Compliance Officer
Highland Capital Management, L.P.
300 Crescent Court, Suite 700
Dallas, Texas 75201
(972) 628-4100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 4, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
CUSIP No. 543881106 | Page 2 of 22 Pages |
1. | Name of reporting person
Highland Capital Management Services, Inc. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
369,700 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
369,700 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
369,700 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
1.7% | |||||
14. | Type of reporting person
IV, CO |
13D
CUSIP No. 543881106 | Page 3 of 22 Pages |
1. | Name of reporting person
Highland Capital Management, L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
1,650,900 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
1,650,900 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,650,900 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
3.2% | |||||
14. | Type of reporting person
IC, PN |
13D
CUSIP No. 543881106 | Page 4 of 22 Pages |
1. | Name of reporting person
Highland Select Equity Master Fund, L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Bermuda | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
964,500 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
964,500 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
964,500 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
4.5% | |||||
14. | Type of reporting person
IV, PN |
13D
CUSIP No. 543881106 | Page 5 of 22 Pages |
1. | Name of reporting person
Highland Select Equity Fund GP, L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
964,500 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
964,500 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
964,500 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
4.5% | |||||
14. | Type of reporting person
IA, PN |
13D
CUSIP No. 543881106 | Page 6 of 22 Pages |
1. | Name of reporting person
Highland Select Equity GP, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
964,500 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
964,500 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
964,500 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
4.5% | |||||
14. | Type of reporting person
IA, OO |
13D
CUSIP No. 543881106 | Page 7 of 22 Pages |
1. | Name of reporting person
Highland Global Allocation Fund | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
70,075 | ||||
8. | Shared voting power
0 | |||||
9. | Sole dispositive power
70,075 | |||||
10. | Shared dispositive power
0 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
70,075 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
0.3% | |||||
14. | Type of reporting person
IV, OO |
13D
CUSIP No. 543881106 | Page 8 of 22 Pages |
1. | Name of reporting person
Highland Capital Management Fund Advisors, L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
70,075 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
70,075 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
70,075 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
0.3% | |||||
14. | Type of reporting person
IA, PN |
13D
CUSIP No. 543881106 | Page 9 of 22 Pages |
1. | Name of reporting person
Strand Advisors XVI, Inc. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
70,075 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
70,075 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
70,075 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
0.3% | |||||
14. | Type of reporting person
HC, CO |
13D
CUSIP No. 543881106 | Page 10 of 22 Pages |
1. | Name of reporting person
Strand Advisors, Inc. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
1,650,900 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
1,650,900 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,650,900 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
7.7% | |||||
14. | Type of reporting person
HC, CO |
13D
CUSIP No. 543881106 | Page 11 of 22 Pages |
1. | Name of reporting person
NexPoint Credit Strategies Fund | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
39,684 | ||||
8. | Shared voting power
0 | |||||
9. | Sole dispositive power
39,684 | |||||
10. | Shared dispositive power
0 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
39,684 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
0.2% | |||||
14. | Type of reporting person
IV, OO |
13D
CUSIP No. 543881106 | Page 12 of 22 Pages |
1. | Name of reporting person
NexPoint Advisors, L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
39,684 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
39,684 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
39,684 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
0.2% | |||||
14. | Type of reporting person
IA, PN |
13D
CUSIP No. 543881106 | Page 13 of 22 Pages |
1. | Name of reporting person
NexPoint Advisors GP, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
39,684 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
39,684 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
39,684 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
0.2% | |||||
14. | Type of reporting person
HC, OO |
13D
CUSIP No. 543881106 | Page 14 of 22 Pages |
1. | Name of reporting person
James D. Dondero | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Source of funds:
AF | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6. | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
2,130,359 | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
2,130,359 | |||||
11. |
Aggregate amount beneficially owned by each reporting person
2,130,359 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
13. | Percent of class represented by amount in Row (11)
9.9% | |||||
14. | Type of reporting person
HC, IN |
13D | ||||
CUSIP No. 543881106 | Page 15 of 22 Pages |
SCHEDULE 13D
Item 1. | Security and Issuer. |
This Schedule 13D (this Schedule 13D) relates to the voting common stock, par value $0.01 per share (the Common Stock), of Loral Space & Communications Inc., a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 888 Seventh Avenue, 40th Floor, New York, New York 10106.
Item 2. | Identity and Background. |
(a) This Schedule 13D is being filed on behalf of Highland Capital Management Services, Inc., a Delaware corporation (Highland Services), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (the Master Fund), Highland Select Equity Fund GP, L.P. (Highland Select Fund GP), Highland Select Equity GP, LLC (Highland Select LLC), Highland Global Allocation Funds, a series of Highland Funds II, a Massachusetts statutory trust (the Global Allocation Fund), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation (Strand XVI), Strand Advisors, Inc., a Delaware corporation (Strand), NexPoint Credit Strategies Fund, a Delaware statutory trust (the Credit Fund), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint GP) and James D. Dondero (collectively, the Reporting Persons).
Certain of the Reporting Persons previously filed a Schedule 13G with the Securities and Exchange Commission (the Commission) on September 7, 2006. Certain of the Reporting Persons previously filed a Schedule 13D with the Commission on October 24, 2006, as amended by amendments filed with the Commission on October 25, 2006, November 17, 2006, March 15, 2007, March 28, 2007, February 5, 2008 and September 9, 2010. Certain of the Reporting Persons previously filed a Schedule 13G on October 2, 2012, as amended by amendments filed with the Commission on February 14, 2013 and February 14, 2014.
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 99.1 to this Schedule 13D. The information required by general instruction C to Schedule 13D with respect to the executive officers, directors and other controlling persons of the Reporting Persons and other related persons (collectively, the Covered Persons) is set forth on Appendix I to this Schedule 13D and incorporated herein by reference.
Based on the relationships described herein, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act). As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Schedule 13D shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b) The business address of each of the Reporting Persons is 300 Crescent Court, Suite 700, Dallas, Texas 75201.
(c) The principal business of each of Highland Services, the Master Fund, the Global Allocation Fund and the Credit Fund is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto. The principal business of each of Highland Capital, Highland Fund Advisors and NexPoint is to act as an investment advisor. The principal business of Highland Select Fund GP is to act as general partner to the Master Fund. The principal business of Strand XVI is to act as general partner to Highland Fund Advisors. The principal business of Strand is to act as the general partner to Highland Capital. The principal business of NexPoint GP is to act as general partner to NexPoint. The principal occupation of Mr. Dondero is acting as President of Strand.
(d) During the last five years, none of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).
(e) During the last five years, none of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Covered Persons who is an individual is a citizen of the United States of America.
13D | ||||
CUSIP No. 543881106 | Page 16 of 22 Pages |
Item 3. | Source of Amount of Funds or Other Consideration. |
The Reporting Persons have acquired an aggregate of 2,130,359 shares of Common Stock (the Shares), which are reported herein, for an aggregate purchase price of approximately $82,000,000 with a combination of funds from accounts which Mr. Dondero may be deemed to control. Purchases of securities are typically effected through margin accounts maintained with brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 4. | Purpose of Transaction |
The Reporting Persons acquired the Shares for investment purposes in the ordinary course of business.
On August 4, 2014, the Reporting Persons sent a letter to the Board of Directors of the Issuer raising concerns about a proposed sale of the Issuer or its largest asset, Telesat Holdings, Inc. A copy of the notification letter delivered to the Issuer is filed as Exhibit 99.2 hereto and is incorporated herein by reference. Based on the letter, the Reporting Persons determined that it may be deemed to hold the securities with a purpose or effect of influencing the Issuer.
The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions, including the response of the Board of Directors to the letter described above: (a) purchase additional shares of Common Stock or other equity securities of the Issuer, warrants, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (b) sell all or a portion of the Shares, warrants, options or related derivatives now beneficially owned or hereafter acquired by them; or (c) consider and take such other actions as it deems to be in its interest and the interests of other stockholders of the Company from time to time.
Item 5. | Interest in Securities of the Issuer. |
The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.
(a) The aggregate number of Common Stock and the percentage of total outstanding Common Stock beneficially owned by the Reporting Persons is 2,130,359 shares of Common Stock, which consists of 1,470,359 shares of Common Stock and 6,600 options to purchase 660,000 shares of Common Stock. The 2,130,359 shares of Common Stock constitutes 9.9% of the outstanding Common Stock, calculated in accordance with Rule 13d-3 under the Act. References to percentage ownerships of Common Stock in this Schedule 13D are based upon 21,414,212 shares of Common Stock outstanding, which is the number of shares of Common Stock stated to be outstanding in the Issuers Quarterly Report on Form 10-Q as filed with the Commission on May 12, 2014.
Highland Services is the beneficial owner of 369,700 shares of Common Stock, consisting of 237,700 shares of Common Stock and 1,320 options to purchase 132,000 shares of Common Stock, that is holds directly, which constitutes 1.7% of the outstanding shares of Common Stock.
Highland Capital may be deemed to be the beneficial owner of 1,650,900 shares of Common Stock, consisting of 158,400 shares of Common Stock and 5,280 options to purchase 528,000 shares of Common Stock, that it holds directly, and 964,500 shares of Common Stock that it holds indirectly, which constitutes 7.7% of the outstanding shares of Common Stock. Strand, as the general partner of Highland Capital, may be deemed the beneficial owner of the 1,650,900 shares of Common Stock beneficially held by Highland Capital.
13D | ||||
CUSIP No. 543881106 | Page 17 of 22 Pages |
The Master Fund is the beneficial owner of 964,500 shares of Common Stock that it holds directly, which constitutes 4.5% of the outstanding shares of Common Stock. Highland Select Fund GP, as the general partner to the Master Fund, Highland Select LLC, as the general partner of Highland Select Fund GP, and Highland Capital, as the sole member of Highland Select LLC may be deemed the beneficial owner of the 964,500 shares of Common Stock held by the Master Fund.
The Global Allocation Fund is the beneficial owner of 70,075 shares of Common Stock that it holds directly, which constitutes 0.3% of the outstanding shares of Common Stock. Highland Fund Advisors, as the investment advisor to the Global Allocation Fund, and Strand XVI as the general partner of Highland Fund Advisors, may be deemed the beneficial owner of the 70,075 shares of Common Stock held by the Global Allocation Fund.
The Credit Fund is the beneficial owner of 39,684 shares of Common Stock that it holds directly, which constitutes 0.2% of the outstanding shares of Common Stock. NexPoint, as the investment advisor to the Credit Fund and NexPoint GP, as the general partner of NexPoint, may be deemed the beneficial owner of the 39,684 shares of Common Stock held by the Credit Fund.
Mr. Dondero, as the President of Highland Services and Strand, as the sole director of Strand XVI, and as the sole member of NexPoint GP, may be deemed to be the beneficial owner of the aggregate 2,130,359 shares of Common Stock held by these entities, which constitutes 9.9% of the outstanding shares of Common Stock.
The filing of this Schedule 13D shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.
(b)
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
|||||||||||||
Highland Capital Management Services, Inc. |
| 369,700 | | 369,700 | ||||||||||||
Highland Capital Management, L.P. |
| 1,650,900 | | 1,650,900 | ||||||||||||
Highland Select Equity Master Fund, L.P. |
| 964,500 | | 964,500 | ||||||||||||
Highland Select Equity Fund GP, L.P. |
| 964,500 | | 964,500 | ||||||||||||
Highland Select Equity GP, LLC |
| 964,500 | | 964,500 | ||||||||||||
Highland Global Allocation Fund |
70,075 | | 70,075 | | ||||||||||||
Highland Capital Management Fund Advisors, L.P. |
| 70,075 | | 70,075 | ||||||||||||
Strand Advisors XVI, Inc. |
| 70,075 | | 70,075 | ||||||||||||
Strand Advisors, Inc. |
| 1,650,900 | | 1,650,900 | ||||||||||||
NexPoint Credit Strategies Fund |
39,684 | | 39,684 | | ||||||||||||
NexPoint Advisors, L.P. |
| 39,684 | | 39,684 | ||||||||||||
NexPoint Advisors GP, LLC |
| 39,684 | | 39,684 | ||||||||||||
James D. Dondero |
| 2,130,359 | | 2,130,359 |
(c) No transactions in the Common Stock were effected during the past sixty days by the Reporting Persons or, to the knowledge of the Reporting Persons, any of Covered Persons.
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Not Applicable.
13D | ||||
CUSIP No. 543881106 | Page 18 of 22 Pages |
Item 7. | Material to be Filed as Exhibits. |
Exhibit |
Description | |
99.1 | Joint Filing Agreement | |
99.2 | Letter to Board of Directors of Loral Space & Communications Inc. |
13D | ||||
CUSIP No. 543881106 | Page 19 of 22 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 4, 2014
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC. | ||||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND CAPITAL MANAGEMENT, L.P. | ||||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||||
By: | Highland Select Equity Fund GP, L.P., its general partner | |||
By: | Highland Select Equity GP, LLC., its general partner | |||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President |
13D | ||||
CUSIP No. 543881106 | Page 20 of 22 Pages |
HIGHLAND SELECT EQUITY FUND GP, L.P. | ||||
By: | Highland Select Equity GP, LLC., its general partner | |||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND SELECT EQUITY GP, LLC | ||||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND FUNDS II, on behalf of HIGHLAND GLOBAL ALLOCATION FUND | ||||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Treasurer | |||
HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||||
By: | Strand Advisors XVI, Inc., its general partner | |||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Assistant Secretary | |||
STRAND ADVISORS XVI, INC. | ||||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Assistant Secretary |
13D | ||||
CUSIP No. 543881106 | Page 21 of 22 Pages |
STRAND ADVISORS, INC. | ||||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
NEXPOINT CREDIT STRATEGIES FUND | ||||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | Authorized Signatory | |||
NEXPOINT ADVISORS, L.P. | ||||
By: | NexPoint Advisors, GP, LLC, its general partner | |||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Secretary | |||
NEXPOINT ADVISORS GP, LLC | ||||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Secretary | |||
/s/ James D. Dondero | ||||
James D. Dondero |
13D | ||||
CUSIP No. 543881106 | Page 22 of 22 Pages |
APPENDIX I
Information Required By Instruction C to Schedule 13D
The name of each director and executive officer of Strand is provided below. Strand is the sole general partner of Highland Capital. Unless otherwise indicated, the business address of each person named below is 300 Crescent Court, Suite 700, Dallas, Texas 75201. Each person named below is a citizen of the United States of America. The present principal occupation or employment of each person named below, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is provided below.
Name |
Present Principal Occupation or Employment and Business Address (if applicable) | |
Strand Advisors, Inc. | ||
James D. Dondero | Director, President | |
Mark K. Okada | Executive Vice President | |
Lane Britain | Executive Vice President | |
Scott Ellington | Secretary | |
Josh Terry | Assistant Secretary | |
Frank Waterhouse | Treasurer | |
Strand Advisors XVI, Inc. | ||
James D. Dondero | Director | |
Brad Ross | President | |
Ethan Powell | Secretary | |
Brian Mitts | Assistant Secretary | |
Frank Waterhouse | Treasurer | |
Highland Capital Management Services, Inc. | ||
James D. Dondero | Director, President | |
Mark K. Okada | Director, Executive Vice President | |
Lane Britain | Executive Vice President | |
Scott Ellington | Secretary | |
Josh Terry | Assistant Secretary | |
Frank Waterhouse | Treasurer |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the voting common stock, par value $0.01 per share, of Loral Space & Communications Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 4, 2014.
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC. | ||||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND CAPITAL MANAGEMENT, L.P. | ||||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||||
By: | Highland Select Equity Fund GP, L.P., its general partner | |||
By: | Highland Select Equity GP, LLC., its general partner | |||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND SELECT EQUITY FUND GP, L.P. | ||||
By: | Highland Select Equity GP, LLC., its general partner | |||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President |
HIGHLAND SELECT EQUITY GP, LLC | ||||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
HIGHLAND FUNDS II, on behalf of HIGHLAND GLOBAL ALLOCATION FUND | ||||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Treasurer | |||
HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||||
By: | Strand Advisors XVI, Inc., its general partner | |||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Assistant Secretary | |||
STRAND ADVISORS XVI, INC. | ||||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Assistant Secretary | |||
STRAND ADVISORS, INC. | ||||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | President | |||
NEXPOINT CREDIT STRATEGIES FUND | ||||
By: | /s/ James D. Dondero | |||
Name: | James D. Dondero | |||
Title: | Authorized Signatory |
NEXPOINT ADVISORS, L.P. | ||||
By: | NexPoint Advisors, GP, LLC, its general partner | |||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Secretary | |||
NEXPOINT ADVISORS GP, LLC | ||||
By: | /s/ Brian Mitts | |||
Name: | Brian Mitts | |||
Title: | Secretary | |||
/s/ James D. Dondero | ||||
James D. Dondero |
EXHIBIT 99.2
August 4, 2014
VIA FEDERAL EXPRESS
The Board of Directors
Loral Space & Communications Inc.
600 Third Avenue
New York, NY 10016
Re: | Proposed Sale of Loral and Telesat |
Dear Members of the Board of Directors:
I write on behalf of Highland Capital Management, L.P. and its affiliates (collectively, Highland), which own 9.9 percent of the voting common stock of Loral Space & Communications Inc. (Loral), to express Highlands significant concerns regarding the proposed sale of Loral and thereby its single largest asset, Telesat Holdings, Inc. (Telesat), to a consortium led by the Ontario Teachers Pension Fund (the Ontario Fund) and Canadas Public Sector Pension Investment Board (PSP).
We are aware from public sources that Loral has been exploring a sale of Loral and/or Telesat. Recent articles suggest that (i) Loral is now exploring a sale of the entire company along with Telesat; (ii) the Loral-Telesat sale process has progressed to the point of targeting a single buyer the Ontario/PSP consortiumand definitive price negotiations contemplating the sale of Loral for $80-$85 per share; and (iii) Loral may be considering a transaction structure in which significant payments might be made to certain stockholders of Telesat and/or Loral in exchange for their support of the proposed transaction.
Highland and Lorals public stockholders recognize that Loral obtains significant free cash flow each year through its 63% equity ownership of Telesat. In the last 3.5 years, Telesat has generated free cash flow of over $844 million, more than $410 million of which has been returned to Lorals stockholders, in a special dividend of $13.60 per share. Telesat currently owns 14 satellites and Telesats cash flow is quite reliable because its fleet of satellites is fully subscribed and has a multi-billion dollar backlog. In addition, Telesats satellites have a 15-year design life and are only 37% depreciated, meaning that Telesats satellite fleet has an average remaining financial life of nine years. Taken together, these factors demonstrate that Loral is
well positioned to continue executing its current business plan and there should be no urgency to sell Loral or Telesat unless a substantial premium is offered. Loral expressly told its stockholders as much in its most recent 10-Q filing with the SEC. Loral Form 10-Q at 25 (May 12, 2014) (Telesat anticipates that the relatively fixed cost nature of the business, combined with contracted revenue and other growth opportunities, will produce growth in operating income and cash flow.).
Based on the above, the publicly reported bid for Loral and Telesat by Ontario Fund/PSP does not, in our view, reflect the intrinsic value of Telesat or Loral. An $80 per share purchase price to Lorals stockholders represents a miniscule ten percent premium over the most recent closing price of Loral stock. If Loral is able to grow its earnings by a modest six percent in 2014 and Loral uses its substantial free cash flows to pay down debt, public analysts report that Loral will be worth $105 per share by the end of this year. Highlands valuation analysis is consistent with this projection and demonstrates further significant growth prospects for Lorals equity value during 2015. In brief, simply maintaining the status quo at Loral will deliver significantly more value to Lorals stockholders than the proposed $80-85 per Loral share transaction price to be paid by Ontario/PSP based on the public reports. This analysis should not come as a surprise to Loral. PSP co-owns Telesat with Loral and PSP is poised to be a buyer in the Telesat transaction, rather than a seller.
Along with the public reports indicating that Loral is attempting to sell itself and Telesat for a bargain price despite Loral being poised for continued growth in value, Highland is very concerned about the reported cause for the breakdown in negotiations between Loral and Ontario Fund/PSP. According to the public reports, Loral did not walk away from the negotiations because the $80-$85 per share price being offered was not in the best interests of Lorals stockholders. Instead, according to the public reports, Loral balked only due to PSPs demand for a $300 million consent fee for the privilege of buying an appreciating asset at a discounted price. Even worse, according to the public reports, it was not a special committee composed of independent Loral directors that balked, but Lorals largest stockholder, MHR Fund Management (MHR). Given MHRs history with Loral and the fact that the apparent stumbling block in the deal negotiations with Ontario/PSP is the PSP consent fee, Highland is very concerned that the resolution of the impasse will not be an increase in the per-share consideration to Loral or eliminating the PSP consent fee, but rather a payment to MHR (perhaps disguised as an advisory fee or something similar), not shared pro rata with Highland and Lorals other public stockholders, that softens the dilutive impact of the PSP consent fee to MHR.
Any such agreement between MHR and PSP is unacceptable to Highland. Based on its public filings, Loral should have no interest in a sale of the company at only $80-$85 per share in the first place. Compounding that problem by facilitating a deal through authorizing differential consideration to MHR would be an obvious breach of the Loral Board of Directors fiduciary duties to the companys stockholders. MHR and PSP cannot use their insider position in the deal negotiations to accumulate funds from the sale of Loral at the expense of Lorals individual, retail and minority stockholders.
To ensure that no such differential treatment occurs, Highland requests that the Board (1) confirm that a committee of independent directors has been formed to negotiate and vet any proposed transaction for the sale of Loral and/or Telesat; (2) disclose the identities of the
members of said committee; (3) disclose the resolutions forming the committee and appointing its members; (4) disclose the committees charter and/or the scope of its authority; and (5) disclose the committees legal and financial advisors. If no such committee has been formed, Highland requests that the Board form one immediately and with full disclosure of the matters set forth in the prior sentence. Highland further requests that the committee of independent directors ensure that any transaction involving the sale of Loral and/or Telesat result in identical consideration for all Loral stockholders and no indirect compensation to any Loral stockholder or third party which is not available on identical terms to all Loral stockholders, including but not limited to ensuring that any transaction involving Loral, Telesat, or an intermediate holding company for Telesat provides the same fees and options to roll or exit to all Loral stockholders that any sizable Loral stockholder or insider receives.
Highland expects that Lorals Board of Directors will conscientiously carry out its fiduciary duties in evaluating any proposals related to the sale of Loral or Telesat. As you know from our prior litigation against Loral, Highland is well aware of its rights as a stockholder of Loral, will vigorously defend those rights, and will use all means at its disposal to ensure that any transaction involving Loral or Telesat is undertaken on terms that are in the best interests of Lorals public stockholders.
Sincerely yours, | ||||
Highland Capital Management, L.P. | ||||
By: | Strand Advisors, Inc., its General Partner | |||
By: | /s/ James Dondero | |||
Name: | James Dondero | |||
Title: | President |
cc: | Jane Goldstein, Esq., Ropes & Gray LLP |
Kevin Abrams, Esq., Abrams, & Bayliss LLP
Maurice Lefkort, Esq., Wilkie Farr & Gallagher LLP
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