8-K

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):   May 30, 2007

MOTIENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23044	93-0976127
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12010 Sunset Hills Road, Suite 600 Reston, VA	20190
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 703-483-7800

N/A

(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)

o 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))

Item 7.01.Regulation FD Disclosure

The management of Motient Corporation is presenting an overview of its business on May 30, 2007 at the Cowen and Company 35th Annual SMid-Cap Technology Conference in New York, New York. Attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) is a copy of the slide presentation used by Motient at the conference.

This information is being furnished pursuant to Item 7.01 of this Report and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any registration statement filed by Motient under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. This Report will not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.

Please refer to page 2 of Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

99.1 Presentation dated May 30, 2007

-2-

SIGNATURES

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.

MOTIENT CORPORATION
By:	/s/ Jeffrey Epstein
	Jeffrey Epstein
	General Counsel and Secretary

Date: May 30, 2007

EX-99.1

May 2007

Safe Harbor

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This presentation includes “forward looking statements. ” All statements other than statements of historical facts included in this presentation regarding the prospects of our industry and our prospects, plans, financial position and business strategy, may constitute forward looking statements. These statements are based on the beliefs and assumptions of our management and on the information currently available to our management at the time of such statements. Forward looking statements generally can be identified by the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions that indicate future events and trends. Although we believe that the expectations reflected in these forward -looking statements are reasonable, these expectations may not prove to be correct. Important factors that could cause actual results to differ materially from our expectations are disclosed in the preliminary offering memorandum. All subsequent written and oral forward - -looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document. Factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected include, but are not limited to, our ability to obtain financing, obtain and maintain regulatory approvals, generate sufficient cash flows, develop our universal chipset architecture, achieve market acceptance for our services, develop our network and generate technological innovations.

The forward -looking statements in this presentation are made only as of the date of this presentation. We undertake no obligation to update or revise the forward -looking statements, whether as a result of new information, future events or otherwise.

2

MarketOpportunity and Business
Overview

3

TerreStar/MotientOverview

l	TerreStar plans to develop, build and operate an all IP-based integrated satellite and ancillary terrestrial component (“ATC”) mobile communications network
	- -	TerreStar has rights to use 20 MHz of ATC eligible MSS S-band spectrum
	- -	The network will provide seamless, ubiquitous mobile communication services throughout the U.S. and Canada
l	TerreStar plans to address growing government, enterprise and consumer demand for wireless mobile voice and data services
	- -	Focus on government’s need for reliable emergency communications system
	- -	Market the services on a wholesale basis as a “carrier’s carrier”
l	Motient Corporation (Ticker: “MNCP”) ownership of TerreStar is approximately 86%
	- -	Motient also beneficially owns 44.4 million shares of SkyTerra
	- -	In February 2007, TerreStar issued $500 Senior Secured PIK Notes to fund satellite, network construction and operations
	- -	New management teams and Boards at Motient and TerreStar in place

4

TerreStar’sStrategy

l	Secure The License
	- -	“Smart” Build
	- -	FCC Milestones
l	De-Risk the Business
	- -	Management
	- -	Technology
	- -	Vendors
	- -	Prudent Capital Plan
l	Pre-Subscribe the Service
l	Broaden Exit/Partner Opportunities

5

Key Highlights

20 MHz of Spectrum	ATC eligible S-band spectrum in the 2 GHz range in U.S. and Canada  Adjacent to PCS spectrum used by national wireless carriers  Significant underlying value based on recent FCC AWS Auction 66
Advanced Network & Technology	All IP-enabled next generation network  Seamlessly integrated satellite and terrestrial system  Prioritization of service capability in case of disaster or emergencies  Universal chipsetTM architecture
Strong Strategic Relationships	Cooperative Research and Development Agreement with U.S. federal government in place  Vendor relationships for construction and launch of satellite, buildout of ground segment, and development of universal chipsetTM architecture
Large Market Opportunity	High demand for wireless services – $163B¹ revenue opportunity by 2010  Governments’ heightened focus on public safety and Homeland Security  Enterprises expanding wireless applications to improve operations
Scalable Business Model	Wholesale / “carrier’s carrier” operating strategy  Buildout in several key markets based on customer demand

¹ Based on IDC Research, March 2006

6

EmergencyPreparedness will Drive
GovernmentDemand

Spurred by 9/11 and Hurricane Katrina, government at all levels is investing significantly in improving communications systems Need for uninterrupted, interoperable network connectivity during emergencies “…cellular and wireless technology as a whole is increasingly more applicable and critical to our operations.” Louisiana Homeland Security & Emergency Preparedness
	Source: In-Stat Telecom Trends and Expenditures: U.S. Government Nov 2006
	Source: Frost and Sullivan, 2005

TerreStar will seek a governmentanchortenant for
its network

7

Agreement in Place with FederalGovernment

l	Cooperative Research and Development Agreement (“CRADA”) signed between U.S. Defense Information Systems Agency (“DISA”) and TerreStar in October 2006 to develop a North American emergency response communications network
l	Positions TerreStar as a collaborator with the government to develop required services and become the only qualified provider to a variety of public safety and defense users
	- -	2-year agreement
	- -	Third-party participation by mutual agreement only
	- -	Information exchanged is classified, proprietary and FOIA exempt
	- -	Authorized security clearances for 15 personnel
l	CRADA intended to provide government requirements upon which procurement will be based
	- -	Ensure continuity of government communications in event of a disaster
	- -	Provide backup platform for command and control of federal, state and local officials

“Both collaborators expect … to eventually develop
products that will mutually benefit the Government
and the collaborator”

8

Illustrative“Take-or-Pay” Model for GovernmentService

Government contract would de-risk business model and enable
the offering of wholesale services on a competitive basis

9

Significant Commercial MarketOpportunity

Telematics and Logistics	Provide a wide range of functions to numerous industries, including Auto, Retail, Manufacturing and Machine-to-Machine communications  Enhance efficiency of operations, logistics and distribution networks  Developing consumer telematics and security solutions with ADT
Serving the Underserved	Provide wireless access to RLECs to deliver new wireless services to the 40 million US households deemed underserved  Potential for bundled mobile and fixed wireless alternatives
Wireless Service Providers	Extending service capability of incumbent service providers  Address coverage and network constraints  New network alternative for MVNOs
Internet/ Media Companies	Provide platform to deliver mobile video and data services  Increasing usage of data-intensive applications (video games, mobile)  Additional source of advertising revenue
Corporate Networks	Provide backup support for corporate networks  Secured high-speed wireless communications such as VPN  Increasing wireless usage due to mobile workforces

10

All-IP Enabled Seamlessly -Integrated Satellite
and Terrestrial Network

11

SignificantProgress in Network Development

	l	TerreStar-1 to be launched on Arianespace vehicle
		-	Most powerful two-way commercial communications geostationary satellite
		-	Beam coverage: continental United States, Canada, Puerto Rico, Hawaii and Alaska
		-	Capable of generating approximately 500 simultaneous spot beams
	l	TerreStar-2 (spare) construction underway
	l	2 satellite gateways being developed by Loral / Hughes
	l	ATC portfolio – global IP license

 

12

AttractiveMobile Unit Form Factor

TerreStar’stechnology will allow clients to enjoycomparable
handset form factors to those used in the wirelessindustry

13

AttractiveSpectrumPosition

• Two contiguous and cleared 10 MHz blocks in 2 GHz MSS S-band

• All ATC-eligible

• Ubiquitous coverage in U.S. and Canada

• Adjacent to PCS and AWS operators

• Significant underlying value

MobileWirelessSpectrumFrequencies(MHz)

• TerreStar’s spectrum is equivalent in nature to AWS and PCS spectrum

• The satellite network and universal chipset^TM are incremental components to the MSS/ATC architecture

14

U.S. and CanadianRegulatory Timeline

Event	Requirements	Timeline	Comments
Two 10 MHz Blocks of Spectrum Reservation Awarded	Completed	12/05	Subject to launch and operational capability of satellite
Two 10 MHz Blocks of Spectrum Reservation Perfected	Launch TerreStar-1	09/08*	Satellite must be launched into assigned orbital location
	Entire System Operational	11/08	Demonstrates system functionality
Application for ATC authorization	Order TerreStar-2	Completed 08/06	Gating item for ATC authorization
	ATC Application Submitted	1st Half 2007	Provides ability to operate integrated satellite and terrestrial network
	ATC Approval Granted	2nd Half 2008	Gating criteria include:
			• Full U.S. coverage, including Alaska, and Hawaii
			• Spare satellite
			• Integrated ground/satellite system

*Subject to FCC approval. Current FCC milestone is 11/07.

15

Financing Overview

16

Corporate Structure

 

17

Balance Sheet Summary

($ millions)
March 31, 2007
Cash and Cash Equivalents	$	343
Escrow for TerreStar-1 construction		13
Total Cash	$	356
Senior Secured PIK notes due 2014		500
Accrued Interest		9
Total Debt	$	509
Preferred Equity		409
Common Equity		355
Total Stockholders' Equity	$	764
Total Capitalization	$	1,273

 

18

Funding Requirements

$ millions	April - December 2007
Satellite construction TerreStar 2 (Loral)		$	85
GBBF earth stations (Loral/Hughes)			15
Satellite ground network, handset and terrestrial			60-80
Operating and R&D expenses			100
Total		$	260-280

Additional Near-Term Capital Resources	Liquidity from SKYT shares  Vendor financing capacity  Potential equity/debt offerings
2008 and Beyond	Remaining TerreStar 1 launch and insurance costs of $80-90M;  handset/chipset development and TerreStar 2 construction  $40-60M per market for buildout of ATC network; initial strategy is to launch in several key markets

 

19

SubstantialUnderlyingSpectrumValue

Implied spectrum value of over $4 billion²
based on AWS-Auction 66 REAG market values

Source: Wall StreetResearch
¹ Based on FCC determined value of $4.8 billion. Assumes 290 million US POPs
² Based on $0.65/MHz POP of average D, E, and F Auction 66 REAG values, 330 million POPs, and 20 MHz of spectrum

20

Key Highlights

• 20 MHz of ATC eligible S-band spectrum in U.S. and Canada

• Large government and commercial markets opportunity

• Advanced next generation network and technology

• Strong strategic relationships

• Scalable business model

 

21