DEFA14A

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):  September 4, 2009

GHL ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-33963 (Commission File Number)   22-1344998 (I.R.S. Employer Identification No.)

300 Park Avenue, 23rd Floor, New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 389-1500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Additional Information and Where to Find It

Participants in the Solicitation

Item 1.01  Entry into Material Definitive Agreements

Item 8.01  Other Events

Item 9.01  Financial Statements and Exhibits

INFORMATION TO BE INCLUDED IN THIS REPORT

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS CURRENT REPORT ON FORM 8-K IS BEING MADE IN CONNECTION WITH THE PROPOSED ACQUISITION (THE “ACQUISITION”) AND RELATED TRANSACTIONS INVOLVING GHL ACQUISITION CORP. (“GHQ”) AND IRIDIUM HOLDINGS LLC (“IRIDIUM HOLDINGS”).  IN CONNECTION WITH THE ACQUISITION, GHQ FILED WITH THE SECURITIES EXCHANGE COMMISSION (“SEC”) A DEFINITIVE PROXY STATEMENT AND HAS MAILED A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO GHQ’S STOCKHOLDERS.  THE INFORMATION CONTAINED IN THIS COMMUNICATION IS NOT COMPLETE AND MAY BE CHANGED.  BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, GHQ’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ GHQ’S DEFINITIVE PROXY STATEMENT, AND ANY AMENDMENTS THERETO, IN CONNECTION WITH GHQ’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE ACQUISITION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IRIDIUM HOLDINGS, GHQ AND THE PROPOSED ACQUISITION.  THE DEFINITIVE PROXY STATEMENT WAS MAILED TO GHQ STOCKHOLDERS OF RECORD AS OF AUGUST 27, 2009.  STOCKHOLDERS AND OTHER INTERESTED PERSONS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, AT THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV OR BY DIRECTING A REQUEST TO:  MACKENZIE PARTNERS, INC. BY CALLING 800-322-2885.

PARTICIPANTS IN THE SOLICITATION

GHQ AND ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES TO GHQ’S STOCKHOLDERS IN CONNECTION WITH THE ACQUISITION.  A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND A DESCRIPTION OF THEIR INTERESTS IN GHQ IS CONTAINED IN GHQ’S REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, AND GHQ’S DEFINITIVE PROXY STATEMENT WHICH ARE FILED WITH THE SEC.  GHQ’S STOCKHOLDERS MAY OBTAIN ADDITIONAL INFORMATION ABOUT THE DIRECT AND INDIRECT INTERESTS OF THE PARTICIPANTS IN THE ACQUISITION, BY SECURITY HOLDINGS OR OTHERWISE, BY READING GHQ’S DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN SUCH INFORMATION BECOMES AVAILABLE.

NOTHING IN THIS COMMUNICATION SHOULD BE CONSTRUED AS, OR IS INTENDED TO BE, A SOLICITATION FOR OR AN OFFER TO PROVIDE INVESTMENT ADVISORY SERVICES.

Item 1.01.         Entry into Material Definitive Agreements

On September 4, 2009 and on September 9, 2009, GHL Acquisition Corp. (“GHQ”) issued a press releases announcing that it had entered into additional agreements (the “Share Purchase Agreements”) to repurchase a total of 4,354,928 shares of its common stock in privately negotiated transactions from certain of its stockholders (the “Sellers”), subject to the closing of its pending acquisition of Iridium Holdings LLC (the “Acquisition”).  The Share Purchase Agreements provide that the shares will be repurchased for a price per share equal to the greater of (i) $10.10 per share and (ii) the price per share at which GHQ common stock is sold in the Offering (as defined below).  GHQ plans to use the proceeds from the Offering (as defined below) to finance the share repurchases.

The Sellers of the shares to be repurchased have granted GHQ a proxy over the shares to be repurchased, and GHQ intends to vote the repurchased shares in favor of the Acquisition and the related proposals at the special meeting of its stockholders scheduled for September 23, 2009.  The aggregate number of shares subject to the Share Purchase Agreements and the other previously announced agreements represent approximately 36.9% of the 40 million shares eligible to vote at the special meeting.

A copy of the press releases dated September 4, 2009 and September 9, 2009 are attached hereto as Exhibit 99.1 and 99.3 and are incorporated herein by reference.

Item 8.01.         Other Events

On September 4, 2009, GHQ announced that it commenced an offering of 16,000,000 newly issued shares of its common stock (the “Offering”).

A copy of the press release dated September 4, 2009 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1      Press Release dated September 4, 2009 on additional Share Purchase Agreements

Exhibit 99.2      Press Release dated September 4, 2009 on common stock offering

Exhibit 99.3      Press Release dated September 9, 2009 on additional Share Purchase Agreements

SIGNATURE

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.

GHL ACQUISITION CORP.
(Registrant)
By:	/s/ Harold J. Rodriguez, Jr.
	Name:	Harold J. Rodriguez, Jr.
	Title:	Chief Financial Officer

Date: September 10, 2009

INDEX TO EXHIBITS

Exhibit Number	Exhibit
Exhibit 99.1	Press Release dated September 4, 2009 on additional Share Purchase Agreements
Exhibit 99.2	Press Release dated September 4, 2009 on common stock offering
Exhibit 99.3	Press Release dated September 9, 2009 on additional Share Purchase Agreements

EX-99.1

Exhibit 99.1

Contact: James Babski GHL Acquisition Corp. jbabski@greenhill.com +1-212-372-4180

GHL Acquisition Corp. Announces Additional Share Repurchase Agreements

·   2,413,828 additional common shares to be repurchased at closing

·   Total of 12,809,591 common shares now subject to repurchase agreements

·   Repurchased shares to be voted in favor of Iridium acquisition

NEW YORK, September 4,  2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.U and GHQ.WS) announced today that it has entered into additional agreements with certain holders of its common stock as a result of which an additional 2,413,828 million shares of GHL Acquisition common stock will be repurchased upon closing of its acquisition of Iridium Holdings LLC (“Iridium”).  The aggregate number of GHL Acquisition common shares subject to repurchase agreements now totals 12,809,591.  The agreements provide that the shares will be repurchased for a price per share equal to the greater of $10.10 per share and the price per share at which GHL Acquisition common stock are sold in a future public offering.  The sellers of the shares have also granted GHL Acquisition a proxy over the shares to be repurchased, and GHL Acquisition intends to vote the repurchased shares in favor of the acquisition of Iridium at the special meeting of shareholders scheduled for September 23, 2009. The aggregate number of shares now subject to these agreements represents approximately 32.0% of the 40 million shares of common stock eligible to vote on the acquisition proposal at the special meeting.  The repurchases of the shares are subject to the closing of the Iridium acquisition and GHL Acquisition intends to use the proceeds of a future offering of common stock to finance these repurchases. GHL Acquisition will continue its on-going discussions with certain other holders of its common stock regarding potential acquisitions of the shares held by such holders on similar terms.  There can be no assurance that GHL Acquisition will acquire any additional shares of its common stock.

The special meeting of shareholders of GHL Acquisition to vote on the Iridium acquisition is scheduled for September 23, 2009, and the proxy statement describing the meeting has been mailed to holders of record of GHL Acquisition common stock as of August 27, 2009.  Copies of the proxy statement can be obtained from MacKenzie Partners, Inc., by calling 800-322-2885, or from the SEC’s website at www.sec.gov.

About GHL Acquisition Corp.

GHL Acquisition is a special purpose acquisition company launched in February 2008 in an initial public offering raising $400 million of gross proceeds. Founded by Greenhill, GHL Acquisition was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

Forward-Looking Statements and Other Disclosure

This press release contains, and GHL Acquisition’s management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of GHL Acquisition to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding the timing of the proposed transaction with Iridium, whether the transaction will be approved by GHL Acquisition’s stockholders, whether the closing conditions will be satisfied (including receipt of regulatory approvals), as well as industry and economic conditions, and competitive, legal, governmental and technological factors. There is no assurance that GHL Acquisition’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if GHL Acquisition’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  GHL Acquisition’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and, except as required by law, GHL Acquisition undertakes no obligation to update forward-looking statements.

This press release is for informational purposes only and does not constitute an offer of any securities for sale.

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EX-99.2

Exhibit 99.2

Contact:  James Babski GHL Acquisition Corp. jbabski@greenhill.com +1-212-372-4180

GHL Acquisition Corp. Announces Commencement of Common Stock Offering

NEW YORK, September 4, 2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.U and GHQ.WS) announced today that it has commenced an offering of 16,000,000 newly issued shares of its common stock.  It is expected that GHL Acquisition will grant the underwriters an over-allotment option to purchase an additional 2,400,000 shares of GHL Acquisition’s common stock.   Raymond James and Associates, Inc. will act as bookrunning manager for the offering, RBC Capital Markets Corporation will act as co-lead manager and Stifel, Nicolaus & Company, Incorporated will act as co-manager for the offering.  The closing of the offering is subject to the closing of the proposed acquisition by GHL Acquisition of Iridium Holdings LLC, which in turn is subject to approval by the stockholders of GHL Acquisition.

GHL Acquisition intends to use the net proceeds of the offering to fund its previously announced repurchases of shares of its common stock and exchanges of warrants as well as for general corporate purposes.

The shares will be offered and sold pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. A preliminary prospectus supplement and accompanying prospectus related to the offering have been filed with the Securities and Exchange Commission and are available on the SEC’s website www.sec.gov.  Copies of the prospectus supplement and accompanying prospectus for this offering can be obtained without charge by directing a request to Raymond James & Associates, Inc. at 880 Carillon Parkway, St. Petersburg, FL 33716 or by telephone at (727) 567-2400. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The offering of these securities will be made only by means of the prospectus supplement and accompanying prospectus.

About GHL Acquisition Corp.

GHL Acquisition is a special purpose acquisition company launched in February 2008 in an initial public offering raising $400 million of gross proceeds. Founded by Greenhill & Co., GHL Acquisition was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

Forward-Looking Statements and Other Disclosure

This press release contains, and GHL Acquisition’s management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of GHL Acquisition to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding the timing of the proposed transaction with Iridium, whether the transaction will be approved by GHL Acquisition’s stockholders, whether the closing conditions will be satisfied (including receipt of regulatory approvals), as well as industry and economic conditions, and competitive, legal, governmental and technological factors. There is no assurance that GHL Acquisition’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if GHL Acquisition’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  GHL Acquisition’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and, except as required by law, GHL Acquisition undertakes no obligation to update forward-looking statements.

This press release is for informational purposes only and does not constitute an offer of any securities for sale.

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EX-99.3

Exhibit 99.3

Contact:	James Babski
	GHL Acquisition Corp.
	jbabski@greenhill.com
	+1-212-372-4180

GHL Acquisition Corp. Announces Additional Share Repurchase Agreements

·   1,941,100 additional common shares to be repurchased at closing

·   Total of 14,750,691 common shares now subject to repurchase agreements

·   Repurchased shares to be voted in favor of Iridium acquisition

NEW YORK, September 9,  2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.U and GHQ.WS) announced today that it has entered into additional agreements with certain holders of its common stock as a result of which an additional 1,941,100 shares of GHL Acquisition common stock will be repurchased upon closing of its acquisition of Iridium Holdings LLC (“Iridium”).  The aggregate number of GHL Acquisition common shares subject to repurchase agreements now totals 14,750,691.  The agreements provide that the shares will be repurchased for a price per share equal to the greater of $10.10 per share and the price per share at which GHL Acquisition common stock are sold in a future public offering.  The sellers of the shares have also granted GHL Acquisition a proxy over the shares to be repurchased, and GHL Acquisition intends to vote the repurchased shares in favor of the acquisition of Iridium at the special meeting of shareholders scheduled for September 23, 2009. The aggregate number of shares now subject to these agreements represents approximately 36.9% of the 40 million shares of common stock eligible to vote on the acquisition proposal at the special meeting.  The repurchases of the shares are subject to the closing of the Iridium acquisition and GHL Acquisition intends to use the proceeds of a future offering of common stock to finance these repurchases. GHL Acquisition will continue its on-going discussions with certain other holders of its common stock regarding potential acquisitions of the shares held by such holders on similar terms.  There can be no assurance that GHL Acquisition will acquire any additional shares of its common stock.

The special meeting of shareholders of GHL Acquisition to vote on the Iridium acquisition is scheduled for September 23, 2009, and the proxy statement describing the meeting has been mailed to holders of record of GHL Acquisition common stock as of August 27, 2009.  Copies of the proxy statement can be obtained from MacKenzie Partners, Inc., by calling 800-322-2885, or from the SEC’s website at www.sec.gov.

About GHL Acquisition Corp.

GHL Acquisition is a special purpose acquisition company launched in February 2008 in an initial public offering raising $400 million of gross proceeds. Founded by Greenhill, GHL Acquisition was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

Forward-Looking Statements and Other Disclosure

This press release contains, and GHL Acquisition’s management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of GHL Acquisition to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding the timing of the proposed transaction with Iridium, whether the transaction will be approved by GHL Acquisition’s stockholders, whether the closing conditions will be satisfied (including receipt of regulatory approvals), as well as industry and economic conditions, and competitive, legal, governmental and technological factors. There is no assurance that GHL Acquisition’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if GHL Acquisition’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  GHL Acquisition’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and, except as required by law, GHL Acquisition undertakes no obligation to update forward-looking statements.

This press release is for informational purposes only and does not constitute an offer of any securities for sale.

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