EX-99.1 2 ex99_1.htm

Exhibit 99.1



November 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 state ments 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



 


4






 

 

 

 

TerreStar Networks Strategy

 

 

 

 


5


TerreStar Networks Strategy: Path to Success


Ø  Secure The License 
 
 
  • “Smart” Build Build 
 
 
  • FCC Milestones 
 
Ø  De-Risk the Business 
 
 
  • Managementgement
 
 
  • Technology 
 
 
  • Partners & Suppliers 
 
Ø Prudent Capital Plan 
 
Ø Pre-Subscribe the Service 
 
Ø Broaden Exit/Partner Opportunities 
 
Ø  Leverage TerreStar Brand Internationally 

 


6


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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Agreement with the Federal Government


 Cooperative Research and Development Agreement (“CRADA”) between U.S.
   Defense Information Systems Agency (“DISA”) and TerreStar concerning
   TerreStar’s North American Emergency Response Communications Network

DISA-07-001
October 6, 2006

CRADA positions TerreStar as a collaborator with the federal government regarding a
  variety of public safety and defense users

TSN believes the CRADA could provide benefit to the government in the following ways:

 -  Ensure continuity of communications in event of disaster
 -  Provide backup platform for command and control of federal, state and local officials

 

“As a result of this CRADA, DISA expects an expanded resource base of
     interoperable commercial equipment.
        
     Both Collaborators expect this CRADA will yield substantial progress, via
     information exchanges between DISA and TerreStar, to eventually develop
     products that will mutually benefit the Government and the collaborator. ”

 


8


Commercial & Enterprise Opportunities


 

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 

 

 

Ø  Full Business Partnerships for new entrant 
  • Telematics & Machine-to-Machine Business Models 
  • Quad-Play Strategies  
  • Internet & DBS models 

 


9


Building a 4G All-IP Ecosystem



10


Industry Leading Partners and Suppliers



11


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


 


 


13






 

 

 

 

Finance

 

 

 

 


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Balance Sheet Summary


 

($ millions)   

 

June 30,2007 

 Cash and Cash Equivalents 

$268 

 Escrow for TerreStar 1 construction 

 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

Ø  Parent liquidity from SKYT shares 

Ø  Vendor financing capacity 

Ø  Potential equity/debt offerings 

Remaining
Network
Buildout

Ø  Approximately $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) 

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

Ø  700 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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