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): September 10, 2007

TERRESTAR CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33546	93-0976127
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12010 Sunset Hills Road, 9th Floor 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 TerreStar Corporation is presenting an overview of its business on September 10, 2007 at the Jefferies 5th Annual Communications 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 TerreStar 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 TerreStar 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 September 10, 2007

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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.

TERRESTAR CORPORATION
By:	/s/ Jeffrey W. Epstein
	Jeffrey W. Epstein
	General Counsel and Secretary

Date: September 10, 2007

EX-99.1

Exhibit 99.1

September 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 our filings with the United States Securities and Exchange Commission (“SEC”). 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 our SEC filings. 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.

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TerreStar Overview

Ø  TerreStar Corporation

• Publicly traded parent company (NASDAQ: “TSTR”)

- TerreStar Networks (“TSN”) ownership is approximately 86%

- TerreStar Global ownership is approximately 86%

- Beneficially owns 44.4 million shares of SkyTerra

Ø	TerreStar Networks plans to develop, build and operate an all IP-based integrated satellite and ancillary terrestrial component (“ATC”) mobile communications network
TSN 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 TerreStar Canada Ownership is approximately 47%
Ø	TSN 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”

Ø TerreStar Global, an 86% owned subsidiary of TerreStar Corporation, plans to develop and operate an all IP-based integrated satellite and Complementary Ground Component (“CGC”) mobile communications network in Europe

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Corporate Structure

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TerreStar Networks Strategy

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TerreStar Networks Strategy: Path to Success

Ø	Secure The License
“Smart” Build FCC Milestones
Ø	De-Risk the Business

• Management

• Technology

• Partners & Suppliers
    

Ø Prudent Capital Plan
  

Ø Pre-Subscribe the Service
  

Ø Broaden Exit/Partner Opportunities
  

Ø Leverage TerreStar Brand Internationally
  

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TerreStar Networks 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

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Federal Government

Ø Agreement in Place with the Federal Government

• Cooperative Research and Development Agreement (“CRADA”) signed between U.S. Defense Information Systems Agency (“DISA”) and TSN in October 2006 to develop a North American emergency response communications network

• Positions TSN 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

Ø 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

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State & Local: Vermont

Ø Vermont’s e-State Initiative - Universal Access to Wireless Communications

• To ensure that every resident of and visitor to Vermont has open, secure access to next-generation wireless and broadband communications services regardless of where they are or their circumstances by 2010

Ø TSN and the State of Vermont have established a Demonstration Project pursuant to HB 248.

• Demonstrate TSN’s next generation network’s capabilities in a rural environment to enable the government to deliver universal wireless and broadband coverage cost effectively.

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Commercial & Enterprise Opportunities

Ø  Full Business Partnerships for new entrant

• Telematics & Machine-to-Machine Business Models

• Quad-Play Strategies

• Internet & DBS models

Ø  Existing and Incumbent Wireline & Wireless Opportunities

• Metro Expansions
   

- Strategic Business Agreement with Simply Wireless

• No-gap, Ubiquitous Global Roaming

• Rural Communications, serving the underserved

• MVNO
   

- Joint Development and Marketing Agreement with telSPACE

Ø  Opportunities with Existing Wireless Operators

• Substantial Additional Services through Increased Spectrum

• Modernize and Enhance Capabilities through and all IP network

• Overall Business Opportunity Expansion through Satellite
   

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Industry Leading Partners and Suppliers

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Significant Development Progress

TerreStar Networks Strategy Ø  Securing License Ø  De-Risking Business Ø  Pre-Subscribing Service Ø Broadening Exit/Partner Opportunities Assets & Capabilities Most powerful two-way commercial communications geostationary satellite Beam coverage: United States, Canada, Puerto Rico, Hawaii and Alaska Capable of generating approximately 500 simultaneous spot beams TerreStar -2 (spare) underway 2 satellite Gateways ATC global IP license portfolio

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Advanced Technology, Diverse Devices;
Unified by the Universal Chipset

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TerreStar Global

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TerreStar Global - History

Ø	July 2005: TerreStar Networks (Bermuda) Ltd. (now “TerreStar Global Ltd.”) created as wholly owned subsidiary of TerreStar Networks Inc.
Ø	February 2006: TerreStar Global Ltd. spun-off to shareholders of TerreStar Networks Inc

• Provides vehicle to:

- Pursue global expansion strategy independent of TerreStar Network’s North American business plan

- Build European company to leverage North American Intellectual Property and experience

- Access international capital markets

• TerreStar Austria GmbH formed in March 2007

- 1^st European subsidiary to support development efforts with Telekom Austria — “Austrian Model”

• TerreStar Asia Ltd. (Hong Kong) formed in March 2007

- 1^st Asian subsidiary formed to support development efforts in Asia

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EU Selection and Authorization Process for MSS

Ø August 22, 2007: The European Commission issued a proposal for a decision of the European Parliament and of the Council

• Proposal resulted from working group and public consultation effort
• Proposes Article 95 decision (legally binding on EU member states)
• Establishes a pan-EU Selection and Authorization Process

Ø	First selection phase based on a milestone review process
Ø	Second selection phase (in event of spectrum shortage)

• Consumer and competitive benefits
• Spectrum efficiency
• Pan-EU geographic coverage
• Public policy objectives

Ø Objective to complete the selection and authorization process at the end of 2008 – beginning of 2009

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Finance

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Balance Sheet Summary

($ millions)
	June 30,2007
Cash and Cash Equivalents	$268
Escrow for TerreStar 1 construction	3
Total Cash	$271
Senior Secured PIK notes due 2014	500
Accrued Interest	29
Total Debt	$529
Preferred Equity	409
Common Equity	352
Total Stockholders' Equity	$761
Total Capitalization	$1,290

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Operating and Capital Expenses: Jul – Dec 2007

$ millions			Total
Capital Expenditures including:			$150-235
	-	Satellites – TerreStar 1 and 2
	-	ATC Network
	-	Handset/Chipset Development
Operating Expenses			20-35
Total Funding Requirements			$170-$270

Additional Near-Term Capital Resources	ØParent liquidity from SKYT shares  Ø Vendor financing capacity  Ø Potential equity/debt offerings
Remaining Network Buildout	ØApproximately $120M of commitments in 2008 for satellites, satellite     ground facilities and related software  Ø Final launch payment and insurance due in 2008 of $75-90M  Ø $40-60M per market for buildout of ATC network Initial strategy is to launch in several key markets

 

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Attractive Spectrum Position

• 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

Mobile Wireless Spectrum Frequencies (MHz)
 

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

• The satellite network and universal chipsetTM are incremental components to the MSS/ATC architecture 

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Substantial Underlying Spectrum Value

AWS Auction 66 Transactions ($/MHz POP)
 

Other Recent PCS Transactions ($/MHz POP) 
 

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

Ø700 MHz Auction: Expected to commence in January 2008 

Source: Wall Street Research

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

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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

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