SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[RULE 13D-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 28)*
Loral Space & Communications Inc. |
(Name of Issuer)
Common Stock, Par Value $.01 Per Share |
(Title of Class of Securities)
543881106 |
(CUSIP Number)
Janet Yeung MHR Fund Management LLC 1345 Avenue of the Americas, 42nd Floor New York, New York 10105 (212) 262-0005 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 30, 2020 |
(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 that 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 ☐.
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.
Continued on following pages
(Page 1 of 22 Pages)
* | 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 the purpose 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).
CUSIP No. 543881106 | 13D | Page 2 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR CAPITAL PARTNERS MASTER ACCOUNT II HOLDINGS LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
1,115,347 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,115,347 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,347(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | In addition, Master Account II Holdings may be deemed the beneficial owner of 1,089,120 shares of Non-Voting Common Stock held for its own account. |
CUSIP No. 543881106 | 13D | Page 3 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR CAPITAL PARTNERS MASTER ACCOUNT II LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Marshall Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
1,115,347 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,115,347 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,347(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(1) | In addition, Master Account II may be deemed the beneficial owner of 1,089,120 shares of Non-Voting Common Stock held for the account of Master Account II Holdings. |
CUSIP No. 543881106 | 13D | Page 4 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR ADVISORS LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
1,304,368 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,304,368 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,368(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | In addition, Advisors may be deemed the beneficial owner of 1,215,042 shares of Non-Voting Common Stock held for the accounts of Master Account II Holdings and Capital Partners (100). |
CUSIP No. 543881106 | 13D | Page 5 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
2,123,874 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,123,874 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,874 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 543881106 | 13D | Page 6 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
2,634,891 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,634,891 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,634,891 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 543881106 | 13D | Page 7 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS IIA LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
2,418,660 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,418,660 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,418,660(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(1) | In addition, Institutional Partners IIA may be deemed the beneficial owner of 1,360,934 shares of Non-Voting Common Stock held for its own account. |
CUSIP No. 543881106 | 13D | Page 8 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS II LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
3,378,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
3,378,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,378,693(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | In addition, Institutional Advisors II may be deemed the beneficial owner of 1,901,134 shares of Non-Voting Common Stock held for the accounts of Institutional Partners II and Institutional Partners IIA. |
CUSIP No. 543881106 | 13D | Page 9 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS III LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
1,211,467 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,211,467 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,467(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(1) | In addition, Institutional Partners III may be deemed the beneficial owner of 6,389,497 shares of Non-Voting Common Stock held for its own account. |
CUSIP No. 543881106 | 13D | Page 10 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS III LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
1,211,467 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,211,467 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,467(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | In addition, Institutional Advisors III may be deemed the beneficial owner of 6,389,497 shares of Non-Voting Common Stock held for the account of Institutional Partners III. |
CUSIP No. 543881106 | 13D | Page 11 of 22 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MHRC 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
1,304,368 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,304,368 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,368(1) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% | |||||
14 |
TYPE OF REPORTING PERSON*
OO |
(1) | In addition, MHRC may be deemed the beneficial owner of all of the shares of Non-Voting Common Stock beneficially owned by Advisors by virtue of its position as the managing member of Advisors. |
CUSIP No. 543881106 | 13D | Page 12 of 22 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MHRC I LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
N/A | |||||
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
2,634,891 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,634,891 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,634,891 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3% | |||||
14 |
TYPE OF REPORTING PERSON*
OO |
CUSIP No. 543881106 | 13D | Page 13 of 22 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MHRC II LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
N/A | |||||
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
3,378,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
3,378,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,378,693(1) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% | |||||
14 |
TYPE OF REPORTING PERSON*
OO |
(1) | In addition, MHRC II may be deemed the beneficial owner of all of the shares of Non-Voting Common Stock beneficially owned by Institutional Advisors II by virtue of its position as the managing member of Institutional Advisors II. |
CUSIP No. 543881106 | 13D | Page 14 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR FUND MANAGEMENT LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,529,419 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
8,529,419 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,529,419(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | In addition, Fund Management may be deemed the beneficial owner of 9,505,673 shares of Non-Voting Common Stock by virtue of Fund Managements investment management agreement with Master Account II, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III. |
CUSIP No. 543881106 | 13D | Page 15 of 22 Pages |
1 | NAMES OF REPORTING PERSONS
MHR HOLDINGS LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,529,419 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
8,529,419 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,529,419(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | In addition, MHR Holdings may be deemed the beneficial owner of 9,505,673 shares of Non-Voting Common Stock by virtue of its position as the managing member of Fund Management. |
CUSIP No. 543881106 | 13D | Page 16 of 28 Pages |
1 | NAMES OF REPORTING PERSONS
MARK H. RACHESKY, M.D. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
8,544,419 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
8,544,419 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,544,419(1) | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN; HC |
(1) | In addition, Dr. Rachesky may be deemed the beneficial owner of 9,505,673 shares of Non-Voting Common Stock by virtue of Dr. Racheskys position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings. |
19 | ||||
19 | ||||
20 |
Page 18 of 22 Pages |
This statement on Schedule 13D (this Statement) amends and supplements, as Amendment No. 28, the Schedule 13D filed on November 30, 2005 (the Original Schedule 13D), which was amended on October 19, 2006 by Amendment No. 1 to the Original Schedule 13D (Amendment No. 1), on October 30, 2006 by Amendment No. 2 to the Original Schedule 13D (Amendment No. 2), on February 28, 2007 by Amendment No. 3 to the Original Schedule 13D (Amendment No. 3), on March 23, 2007 by Amendment No. 4 to the Original Schedule 13D (Amendment No. 4), on August 9, 2007 by Amendment No. 5 to the Original Schedule 13D (Amendment No. 5), on August 31, 2007 by Amendment No. 6 to the Original Schedule 13D (Amendment No. 6), on November 2, 2007 by Amendment No. 7 to the Original Schedule 13D (Amendment No. 7), on July 17, 2008 by Amendment No. 8 to the Original Schedule 13D (Amendment No. 8), on October 22, 2008 by Amendment No. 9 to the Original Schedule 13D (Amendment No. 9), on November 12, 2008 by Amendment No. 10 to the Original Schedule 13D (Amendment No. 10), on November 24, 2008 by Amendment No. 11 to the Original Schedule 13D (Amendment No. 11), on December 4, 2008 by Amendment No. 12 to the Original Schedule 13D (Amendment No. 12), on December 5, 2008 by Amendment No. 13 to the Original Schedule 13D (Amendment No. 13), on December 8, 2008 by Amendment No. 14 to the Original Schedule 13D (Amendment No. 14), on December 24, 2008 by Amendment No. 15 to the Original Schedule 13D (Amendment No. 15), on March 20, 2009 by Amendment No. 16 to the Original Schedule 13D (Amendment No. 16), on July 2, 2009 by Amendment No. 17 to the Original Schedule 13D (Amendment No. 17), on March 17, 2011 by Amendment No. 18 to the Original Schedule 13D (Amendment No. 18), on November 13, 2012 by Amendment No. 19 to the Original Schedule 13D (Amendment No. 19), on January 10, 2013 by Amendment No. 20 to the Original Schedule 13D (Amendment No. 20), on January 30, 2015 by Amendment No. 21 to the Original Schedule 13D (Amendment No. 21), on March 9, 2015 by Amendment No. 22 to the Original Schedule 13D (Amendment No. 22), on May 15, 2015 by Amendment No. 23 to the Original Schedule 13D (Amendment No. 23), on September 4, 2015 by Amendment No. 24 to the Original Schedule 13D (Amendment No. 24), on March 7, 2016 by Amendment No. 25 to the Original Schedule 13D (Amendment No. 25), on March 10, 2016 by Amendment No. 26 to the Original Schedule 13D (Amendment No. 26) and on March 11, 2016 by Amendment No. 27 to the Original Schedule 13D (Amendment No. 27 and, together with Amendment No. 1 through Amendment No. 26 and the Original Schedule 13D, the Schedule 13D) and relates to common stock, par value $0.01 per share (the Common Stock), of Loral Space & Communications Inc. (the Issuer).
Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 27.
Page 19 of 22 Pages |
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
On April 30, 2020, the Issuer issued a press release announcing the declaration of a special dividend and that the Issuer was in advanced discussions with its Canadian co-owner in Telesat, Public Sector Pension Investment Board (PSP), regarding the combination of the Issuer and Telesat into one public company. In connection with this press release, Dr. Rachesky, the Chairman of the Board of the Issuer, said that he was pleased that the discussions with PSP regarding the strategic transaction that we have been pursuing have reached an advanced stage .
Notwithstanding the advanced state of the discussions regarding the potential combination transaction, there can be no assurance as to whether or when the Issuer will be able to conclude the ongoing negotiations, whether and on what terms the Reporting Persons will support the terms of any agreements that provide for a strategic transaction, that the Issuer will enter into any agreement that provides for a strategic transaction involving Telesat or the Issuers interest therein, that any strategic transaction will occur, or that any particular economic, tax, structural or other objectives or benefits with respect to any strategic transaction will be achieved.
The press release is attached to this Statement as Exhibit 99.1 hereto, and incorporated by reference in response to this Item 4.
Item 7. Materials to be Filed as Exhibits
Exhibit No. |
Description | |
99.1 | Issuer Press Release, dated April 30, 2020 |
Page 20 of 22 Pages |
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: May 5, 2020 | MHR CAPITAL PARTNERS MASTER ACCOUNT II HOLDINGS LLC | |||||
By: | MHR Advisors LLC, the General Partner of its Sole Member | |||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR CAPITAL PARTNERS MASTER ACCOUNT II LP | ||||||
By: | MHR Advisors LLC, its General Partner | |||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR ADVISORS LLC | ||||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR INSTITUTIONAL PARTNERS LP | ||||||
By: | MHR Institutional Advisors LLC, its General Partner | |||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR INSTITUTIONAL ADVISORS LLC | ||||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR INSTITUTIONAL PARTNERS IIA LP | ||||||
By: | MHR Institutional Advisors II LLC, its General Partner | |||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR INSTITUTIONAL ADVISORS II LLC | ||||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR INSTITUTIONAL PARTNERS III LP | ||||||
By: | MHR Institutional Advisors III LLC, its General Partner | |||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory | |||||
MHR INSTITUTIONAL ADVISORS III LLC | ||||||
By: | /s/ Janet Yeung | |||||
Name: | Janet Yeung | |||||
Title: | Authorized Signatory |
Page 21 of 22 Pages |
MHRC LLC | ||
By: | /s/ Janet Yeung | |
Name: | Janet Yeung | |
Title: | Authorized Signatory | |
MHRC I LLC | ||
By: | /s/ Janet Yeung | |
Name: | Janet Yeung | |
Title: | Authorized Signatory |
MHRC II LLC | ||
By: |
/s/ Janet Yeung | |
Name: |
Janet Yeung | |
Title: |
Authorized Signatory |
MHR FUND MANAGEMENT LLC | ||
By: | /s/ Janet Yeung | |
Name: | Janet Yeung | |
Title: | Authorized Signatory | |
MHR HOLDINGS LLC | ||
By: | /s/ Janet Yeung | |
Name: | Janet Yeung | |
Title: | Authorized Signatory | |
MARK H. RACHESKY, M.D. | ||
By: | /s/ Janet Yeung, Attorney in Fact |
Page 22 of 22 Pages |
Exhibit Index
Exhibit No. |
Description | |
99.1 | Issuer Press Release, dated April 30, 2020 |
Exhibit 99.1
Loral Declares Special Dividend Of $5.50 Per Share
Dividend Payable May 28, 2020 to Stockholders of Record as of May 14, 2020
NEW YORK, April 30, 2020 /PRNewswire/ Loral Space & Communications Inc. (NASDAQ: LORL) today announced that its Board of Directors has declared a special dividend of $5.50 per share for an aggregate dividend of approximately $170.5 million. The dividend is payable on May 28, 2020 to holders of record of Loral voting and non-voting common stock as of the close of business on May 14, 2020. As of April 29, 2020, there were outstanding 21,427,078 shares of Loral voting common stock, 9,505,673 shares of Loral non-voting common stock and 75,262 restricted stock units.
Commenting on declaration of this special dividend, Michael B. Targoff, Vice Chairman of Lorals Board of Directors, explained that, in an effort to maximize shareholder value, we have for some time been exploring, and are now in advanced discussions with our Canadian co-owner in Telesat, Public Sector Pension Investment Board (PSP), regarding the combination of Loral and Telesat into one public company. Mr. Targoff further explained that, given the advanced state of the discussions regarding the combination transaction, it is now appropriate to pay to our shareholders a significant portion of the $243 million cash distribution that we previously received from Telesat. It is our intention, Mr. Targoff continued, to request that the Board declare an additional distribution to our shareholders in coordination with signing definitive agreements for the combination transaction.
Regarding todays dividend declaration, Dr. Mark Rachesky, Chairman of the Board of Loral, said: I am pleased that the discussions with PSP regarding the strategic transaction that we have been pursuing have reached an advanced stage, and I am particularly gratified that, in addition to the more than $42 per share in dividends previously paid by Loral to its shareholders, we are now able to share additional significant proceeds with our shareholders due to the continued success of our investment in Telesat.
Notwithstanding the advanced state of the discussions regarding the potential combination transaction, there can be no assurance as to whether or when Loral will be able to conclude the ongoing negotiations, that Loral will enter into any agreement that provides for a strategic transaction involving Telesat or Lorals interest therein, that any strategic transaction will occur, or that any particular economic, tax, structural or other objectives or benefits with respect to any strategic transaction will be achieved. Moreover, there can be no assurance as to the amount and timing of any future distribution, and such distribution may be impacted by the outcome of our discussions regarding, and the structure of, the strategic combination transaction that we are pursuing.
About Loral Space & Communications Inc.
Loral Space & Communications is a satellite communications company. Loral owns 62.7 percent of Telesat Canada, a global operator of telecommunications and direct broadcast satellites used to distribute video entertainment programming, broadband data, and provide access to Internet services and other value-added communications services. For more information, visit Lorals web site at www.loral.com. LORL-F
This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this press release, the words believes, expects, plans, may, will, would, could, should, anticipates, estimates, project, intend or outlook or other variations of these words or other similar expressions are intended to identify forward-looking statements and information. In addition, Loral Space & Communications Inc. or its representatives have made or may make forward-looking statements, orally or in writing, which may be included in, but are not limited to, various filings made from time to time with the Securities and Exchange Commission, and press releases or oral statements made with the approval of an authorized executive officer of the company. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties which are described as Risk Factors in the current Form 10-K and in Lorals quarterly reports on Form 10-Q. The reader is specifically referred to these documents, as well as the Companys other filings with the Securities and Exchange Commission.
Risks and uncertainties include but are not limited to (1) risks associated with financial factors, including swings in the global financial markets, increases in interest rates and access to capital; (2) risks associated with satellite services, including dependence on large customers, launch delays and failures, in-orbit failures and competition; (3) regulatory risks, such as the effect of industry and government regulations that affect Telesat; and (4) other risks, including risks relating to and resulting from the Covid-19 pandemic. The foregoing list of important factors is not exclusive. Furthermore, Loral operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond Lorals control.
Contact:
John Capogrossi
212-338-5355
SOURCE Loral Space & Communications