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):  August 12, 2009

TERRESTAR CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

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

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

TerreStar Corporation (NASDAQ: TSTR) and its majority owned subsidiary, TerreStar Networks Inc. announced that Jeffrey Epstein, President, and Vincent Loiacono, Chief Accounting Officer, will present at the Canaccord Adams 29th Annual Global Growth Conference in Boston, Massachusetts on Wednesday, August 12, 2009 at 5:00 p.m.

The presentation will be webcast at: http://www.wsw.com/webcast/canaccord/terrestar/.

The slide presentation is also available on the TerreStar Corporation Investor Relations home page at http://phx.corporate-ir.net/phoenix.zhtml?c=110135&p=irol-irhome.

Attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) is a copy of the slide presentation to be 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.   Exhibits

(d)   Exhibits

Exhibit No.	Description of Exhibit
99.1	Presentation dated August 2009

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/ Douglas Brandon
	Douglas Brandon
	General Counsel & Secretary

Date:  August 12, 2009

EX-99.1

August2009

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.

1

TerreStar Networks

•Owned by U.S. publicly-traded TerreStar Corporation

–(NASDAQ: TSTR)

•Funded into 2010

–Viable, stable and innovating

•Unique spectrum position

–20 MHz of spectrum in 2.0 GHz range (ATC eligible)

– 8 MHz of nationwide 1.4 spectrum

•Most advanced, powerful commercial communications satellite

–Launched July 1, 2009

–First call over satellite using smartphones with no external antennas completed July 19, 2009

•Channel partners in place

•Government CRADA extended through Oct 2010

•Holistic Technology Ecosystem

–Integrated satellite/ ground-based design

–Flexible device form factors

•Handsets similar to today’s cellular devices

•Mobile data modems

•Chipsets for OEM integration

•Typical mobile devices can be enabled

2

TerreStar Corporate Structure

3

Integrated Network Architecture

4

Significant Development Progress

TerreStar Networks Strategy

Spectrum Perfected, License Secured

ü Successful Satellite Launch

ü Call Completed Over Satellite with Integrated Satellite-Terrestrial Devices

ü All FCC and IC Milestones Achieved

Minimize Risk

ü Experienced Management

ü Market-Defining Technology

ü Tier 1 Partners and Suppliers

Prudent Capital Plan

üTargeted and Prioritized Technology Spend

ü Aggressive Operating Expense Reduction

ü Restructured Agreements with Partners and Suppliers

5

Assets and Capabilities

•Most powerful two-way commercial communications satellite
ever launched-- in IOT and performing well

•Beam coverage: United States, Canada, Puerto Rico, Hawaii
and Alaska

•Capable of generating approximately 500 simultaneous spot
beams

•TerreStar-2 underway

•2 Satellite Gateways licensed, ground segments completed --
in testing

•ATC global IP license portfolio

•Significant2 GHz Ecosystem

6

Industry-Leading Partners and Suppliers

OSS/BSS

Network

Critical Partner Ecosystem is in Place and Executing to Plan

7

 Satellite

Devices

Key Dates in 2009

8

Integrated Satellite Terrestrial Smartphone

Reference Design for TerreStar by EB

•Customizable

–Components usable by any ODM

•User Interface

–Windows Mobile Professional 6.5

–Touch Screen

–QWERTY Keyboard

•Terrestrial

–Dual-band WCDMA (850 and 1900)

–Quad-band GSM/EGPRS (850,900,1800,1900)

–Wi-Fi

–Bluetooth

•Satellite

–2.x GHz GMR-3G

–No External Antenna

•Form Factor - Conventional Size & Weight

–4.2” x 2.5” x 0.8”

–5.2 ounces (with battery)

9

Next Generation Chipsets

GSM/HSPA/LTE/GMR-3G

•Infineon Chipset

–Software Defined Radio

•Programmable protocols

•Support for all major
frequency bands

–High volume / Low cost
chips

–Lower power
consumption

•Hughes Network Systems
Satellite Base Stations

–Native support for GMR3-
G Satellite Protocol

CDMA/HRPD(EVDO)HSPA+/LTE/sHR
PD

•Qualcomm Chipset

–sHRPD Satellite Protocol in
future chips

•Significant downstream
channels

–High volume / Low cost chips

–Universal - 3GPP, 3GPP2,
CDMA

•Alcatel-Lucent Satellite Base
Stations

–Leverage Commercial Base
Stations

•Higher Volumes

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TerreStar vs. the Competition

GEO, single satellite covering US and Canada

Next gen system with configurable spot beams

Voice, data up to 400 kbps

Broadcast mobile video capable

PDA size GSM/satellite handsets at prices slightly higher

than standard cellular PDAs(~$700 initially, ~$500 with
volume)

LEO, 66 satellites, global
including polar

Legacy system

Large $1500 handset

2.4k voice, 2.4k data

$1-2/min

LEO, 40 satellites, global

Legacy system

Large expensive handsets

Voice, Data up to 9.6 kbps

Failing satellite system

GEO, single satellite covering
US and Canada

Next gen system with

configurable spot beams

Mobile video to vehicle platform

(MIM - Mobile Interactive Media) for

video and two-way messaging

GEO, two satellite covering

US and Canada

Current legacy system: GEO two satellites

covering N, central and part of S. America

Large expensive terminals $4000+

Planned next gen system similar to TerreStar’s

Global coverage

Legacy system

Very large, expensive

terminals & devices

Voice, data up to 492
kbps

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Financials

12

Consolidated Condensed Balance Sheet 6/30/09

13

Unaudited - $ in millions

Cash and cash equivalents	$	111	Accounts payable and accrued expense	$	20
Other current assets		10	Dividents payable on Series A & B		5
Total current assets		121	Total current liabilities		25
Fixed assets, net		818	Notes and accrued interest, net of discount		839
Intangible assets, net		350	Other long term liabilities		18
Other long term assets		14			882
Total assets	$	1,303
			Series A convertible preferred stock		90
			Series B convertible preferred stock		319
			All other equity and APIC		1,206
			Accumulated deficit		(1,194	)
				$	1,303

Projected Capital Expenditures July 2009 - June 2010

Capital Expenditure Contractual Commitments (1)	$	77
(1) Includes TerreStar-1 orbital incentive payments and handset/chipset costs, TerreStar-2 construction funded by Credit Agreement

Capital Expenditure Contractual Commitments (1)	$	77
(1) Includes TerreStar-1 orbital incentive payments and handset/chipset costs, TerreStar-2 construction funded by Credit Agreement

Senior Secured PIK Notes:

Face Amount $550M

Maturity:2/14/2014

PIK Interest:16.5% on 2/15 & 8/15

Senior Exchangeable Notes:

Face Amount:$150M

Maturity:6/15/2014

Interest & Conversion:PIK thru 3/2011 at

6.5% interest

Convertible into
TSTR shares at
$5.57/share

TerreStar-2 Credit Agreement:

Face Amount:$100M -

outstanding$39.5M

Maturity:2/5/2013

Interest: PIK thru 2/2012 at
14% interest

Preferred Stock:

Series A:$90M

Series B:$318.5M

Due 4/15/2010

Convertible into TSTR shares at $33.33/share.
Dividends Cash Paid or PIK’d on 4/15 & 10/15

Series E:

1.9M shares convertible into TSTR shares at a
rate of 25:1.1.2M issued on 6/10/2008

TerreStar Current Capitalization and Market Value

14

 

($Millions, except share price)	As of June 30, 2009
	Book Value		Current Market  Price (1)		Market Value
Current Share Price as of 6/30/09	$	1.53			$	1.53
Common Shares Outstanding		139.2				139.2
Options, Warrants and Convertible Instruments		60.3				60.3
Fully Diluted Shares Outstanding		199.5				199.5
Equity Value	$	305.2			$	305.2
Plus:
TerreStar Networks 16.5% Notes due February 15, 2014		774.6		50.0%		387.3
TerreStar Networks 6.5% Exchangeable PIK Notes due June 15, 2014		165.8				165.8
TerreStar-2 14% Purchase Money Credit Agreement due February 5, 2013		39.5				39.5
Total Debt		979.9				592.6
Plus:
Series A Preferred Stock		90.0				90.0
Series B Preferred Stock		318.5				318.5
Series C Preferred Stock		0.0				0.0
Series D Preferred Stock		0.0				0.0
Series E Junior Preferred Stock		0.0				0.0
Total Preferred		408.5				408.5
Less: Cash and Cash Equivalents		110.8				110.8
Total Enterprise Value	$	1582.80			$	1195.50
Source: Company filings
(1) Per Broadpoint Capital

Questions?

15

Thank You!

TerreStar Contact:

Vincent Loiacono

Chief Accounting Officer

vincent.loiacono@terrestar.com

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