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 16, 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):

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

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

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

q 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 be participating in the Jefferies 7th Annual Communications Conference in New York City on September 17, 2009.

Attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) is a copy of the materials to be used by TerreStar at the conference.

The materials are also available on the TerreStar Corporation home page at http://www.terrestarcorp.com.

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 September 17, 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:  September 16, 2009

EX-99.1

Jefferies 7th Annual Communications Conference

September 17,2009

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

Overview of 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

TerreStar Corporation

(NASDAQ: TSTR)

MVH Holdings, Inc.

Motient Ventures
Holdings, Inc.

TerreStar Networks

Inc.

TerreStar Networks

Holdings, Canada, Inc.

(Canada Inc.)

TerreStar Global,
Ltd.

(a Bermuda Company)

TerreStar Europe, Ltd.

(a UK Company)

TerreStar National

Services, Inc.

(Government Sub)

TerreStar

License, Inc.

(License Sub)

4506901
Canada Inc

TerreStar Networks

Canada, Inc.

(Canada Inc.)

Holds 8MHz of 1.4GHz terrestrial spectrum

Holdings structured to comply with Canadian foreign ownership rules

Legal entity indirectly holding 20MHz of 2.0 GHz Spectrum

3

Integrated Network Architecture

4

Significant Development Progress

TerreStar Networks Strategy

•Spectrum Perfected, License Secured

–Successful Satellite Launch

–Call Completed Over Satellite with Integrated Satellite-Terrestrial Devices

–All FCC and IC Milestones Achieved

•Minimize Risk

–Experienced Management

–Market-Defining Technology

–Tier 1 Partners and Suppliers

•Prudent Capital Plan

–Targeted and Prioritized Technology Spend

–Aggressive Operating Expense Reduction

–Restructured Agreements with Partners and Suppliers

5

Significant Assets and Capabilities

Assets	Capabilities
•Most powerful two-way commercial communications satellite ever launched-- in IOT and performing well •TerreStar-2 underway •2 Satellite Gateways licensed, ground segments completed - -- in testing •ATC global IP license portfolio	•Beam coverage: United States, Canada, Puerto Rico, Hawaii, Alaska and US Virgin Islands •Capable of generating approximately 500 simultaneous spot beams

Significant 2 GHz Ecosystem

6

Industry-Leading Partners and Suppliers

Critical Partner Ecosystem is in Place and Executing to Plan

7

Key Dates in 2009

Complete Satellite simulated
calls with ground network

Final Satellite review for
shipment to launch base

Commence Core Network/IT
Development Program

TerreStar-1 Launch

TerreStar Network
Operational

EB Commercial Terminals
ready

Final hardware and software
certification to perfect
spectrum

PTCRB (industry)
certification

Core Services available

Voice Service

Email

Mobile Web

8

Integrated Satellite Terrestrial Smartphone

Reference Design for TerreStar by EB

•Components usable by any ODM

•Windows Mobile Professional 6.5

•Touch Screen

•QWERTY Keyboard

•Dual-band WCDMA (850 and 1900)

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

•Wi-Fi

•Bluetooth

•2.x GHz GMR-3G

•No external antenna

•Conventional Size & Weight

–4.2” x 2.5” x 0.8”

–5.2 ounces (with battery)

9

Next Generation Chipsets

Infineon	Qualcomm
•Software Defined Radio –Programmable protocols –Support for all major frequency bands •High volume / Low cost chips •Lower power consumption	•Qualcomm Chipset –sHRPD Satellite Protocol in future chips •Significant downstream channels •High volume / Low cost chips •Universal - 3GPP, 3GPP2, CDMA
Hughes Network Systems	Alcatel-Lucent
•Native support for GMR3-G Satellite Protocol	•Leverage Commercial Base Stations –Higher Volumes

GSM/HSPA/LTE/GMR-3G

CDMA/HRPD(EVDO)HSPA+/LTE/sHRP
D

Chipset

Satellite Base
Stations

10

Competitive Overview

•Next generation system with configurable spot beams	•Voice, data up to 400 kbps •Broadcast mobile video capable	•PDA size GSM/satellite handsets, priced slightly higher than standard cellular PDAs(~$700 initially, ~$500 with volume)	•NA
•Next generation system withconfigurable spot beams	•Mobile video to vehicle platform (MIM - Mobile Interactive Media) forvideo and two-way messaging	•NA	•NA
•Legacy system •GEO two satellites covering N, central and part of S. America	•NA	•Large expensive terminals $4000+	•Planned next generation system similar to TerreStar’s
•Legacy system	•2.4k voice, 2.4k data	•Large expensive handsets ($1500 handset)	•$1-2/min
•Legacy system	•Voice, data up to 9.6 kbps	•Large expensive handsets	•Failing satellite system
•Legacy system	•Voice, data up to 492 kbps	•Very large, expensive terminals & devices	•NA

11

Roam-In Business Model

•Definition:Roam-In Service

–Effectively allows customers of GSM carriers to “roam-in” to satellite coverage

–Requires GSM customers to purchase a satellite enabled handset

•Roam-In Business Model

–GSM carriers will pay a monthly recurring charge per subscriber and usage

–Introduced as an additional service feature from GSM operators, and would
appear on the customer’s bill from the carrier

–Satellite usage charges will appear as roaming charges on the customers bill

12

•Risk averse business and
consumers willing to pay a
premium for safety and peace of
mind

•For use primarily in emergency
situations

•Adventurous travelers to parks and
nature areas, leisure boaters,
ATV/4x4/snowmobilers, mountain
bikers…

•For use in emergencies and
occasional communications

•Need for communication and vertical
applications for business continuity
and in remote areas

•All enterprise markets, including
finance & insurance, transportation &
logistics, extractive industries, oil &
gas, agriculture, forestry, etc.

•Consumers and small business users
living/working in areas where
terrestrial coverage is poor

•For use for basic communication

Safety Conscious

Outdoor Adventurers

Industry/Enterprise

Rural Population

•First Responders, Public Safety
Personnel & Essential Mission Critical
Personnel

•Continuous coverage when terrestrial
networks are unavailable

Government & Public Safety

A number of wireless market segments would benefit from the addition of TerreStar
service capabilities

Addressable Wireless Market Segments

13

•At a $20 monthly premium, almost 20% of cellular
subscribers indicated an interest in purchasing integrated
cellular/satellite services

•This equates to a potential total addressable market size of
over 50M (270M US cellular market x 19.5% = 53M)

•10% of business cellular subscribers indicated they would
definitely purchase at a $20 premium

•Bottom-up approach to defining addressable market results
in 38M market size

•Achieving 38M market size depends on bringing equipment
costs down to no more than $50 premium over standard
cellular devices

•Earliest adopters will be government/public safety, industry
verticals, and outdoor adventurers

Source: Sources:US Bureau of labor statistics , National Fire Protection Association,
Department of Justice website, Office of Management and Budget, FEMA website,
National Survey on Recreation and the Environment, USDA Forest Service, National
Marine Manufacturers Association, US Census Bureau, TerreStar market feedback
and analysis

US Market of ~50M for integrated terrestrial/satellite
service

Breakdown of US Integrated Satellite/Cellular Market

Breakdown of US Market Segments

14

Financials

15

Consolidated Condensed Balance Sheet 6/30/09

Unaudited ($ in millions)

Cash and Cash Equivalents	$	111.0	Accounts Payable and Accrued Expense	$	20.0
Other Current Assets		10.0	Dividend Payable on Series A & B		5.0
Total Current Assets	$	121.0	Total Current Liabilities	$	25.0
Fixed Assets, Net	$	818.0	Notes and Accrued Interest, Net of Discount	$	839.0
Intangible Assets, Net		350.0	Other Long Term Liabilities		18.0
Other Long Term Assets		14.0	Total Long Term Liabilities	$	857.0
Total Long Term Assets	$	1,182.0
			Series A Convertible Preferred Stock		90.0
			Series B Convertible Preferred Stock		319.0
			All Other Equity and APIC		1,206.0
			Accumulated Deficit		(1,194.0	)
			Total Shareholder's Equity	$	421.0
Total Assets	$	1,303.0	Total Liabilities and Shareholder's Equity	$	1,303.0

Projected Capital Expenditures ($ in millions)July 2009 - June 2010

Capital Expenditure Contractual Commitments(1) $77.0

( 1) Includes TerreStar-1 orbital incentive payments and handset/chipset costs. TerreStar-2 construction funded by Credit
Agreement.

16

TerreStar Current Capitalization and Market Value

 

($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		30.8				30.8
Fully Diluted Shares Outstanding		170.0				170.0
Equity Value	$	260.1			$	260.1
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	$	1537.70			$	1150.40
Source: Company filings
(1) Per Broadpoint Capital

Senior Secured PIK Notes:

Face Amount $550M

Maturity:2/14/2014

PIK Interest:PIK thru 2/2011 at
16.5% on 2/15 & 8/15

Senior Exchangeable Notes:

Face Amount:$150M

Maturity:6/15/2014

Interest & Conversion:PIK thru 2/2011 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

17

Questions?

18