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):  December 10, 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

Attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) is a copy of a slide presentation to be used from time to time by TerreStar Corporation or its majority owned subsidiary, TerreStar Networks Inc., with immaterial modifications, at various upcoming conferences and in presentations to investors or other third parties.

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 December 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:  December 10, 2009

EX-99.1

December2009

1

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.

2

TerreStar Delivers in 2009

•Introduced the world's first quad-band GSM and tri-band WCDMA/HSPA
smartphone with integrated all-IP satellite-terrestrial voice and data capabilities
- TerreStar Genus™.

•Signed agreements with Qualcomm and Infineon to add S Band satellite
capability to next generation mobile chipsets enabling integrated satellite
functionality in mass-market devices costing about the same as cellular-only
devices.

•Launched the world’s largest, most powerful commercial communications
satellite - - TerreStar-1 and successfully deployed its 18 meter reflector, the
largest commercial satellite antenna ever unfurled.

•Brought on-line redundant gateway earth stations in the United States and
Canada.

•Completed the first end-to-end phone call over TerreStar-1 between two
TerreStar GENUS™ smartphones and satisfied last regulatory milestones.

•Announced the successful completion of in-orbit testing of TerreStar-1.

•Activated an all-IP, 4G core network.

•Executed a distribution agreement with AT&T whereby AT&T will offer the
TerreStar GENUS solution to its government and commercial customers.

•Signed multi-year, multi-million dollar revenue lease of 1.4GHz spectrum asset.

•Received FCC and industry certification for the TerreStar GENUS™ smartphone.

3

Holdings structured to comply with Canadian foreign ownership rules

Legal entity holding of 8 MHz of 1.4GHz spectrum

Legal entity holding of 20 MHz of 2.0 GHz spectrum

TerreStar Corporation

(NASDAQ: TSTR)

MVH HOLDINGS INC.

(100% owned)

MOTIENT HOLDINGS INC.

(100% owned)

TerreStar National

Services, Inc.

(Government Sub)

(100% owned)

MOTIENT VENTURES HOLDING INC.

(100% owned)

TERRESTAR

NETWORKS INC.

(88.4% owned)

MOTIENT

COMMUNICATIONS INC.

(100% owned)

MOTIENT LICENSE INC.

(100% owned)

MOTIENT SERVICES INC.

(100% owned)

TerreStar

License Inc.

(License Sub)

(100% owned)

TERRESTAR

GLOBAL LTD

(a Bermuda Company)

(86.5% owned)

TerreStar

Europe Limited

(a UK Company)

(100% owned)

TerreStar Networks

Holdings (Canada)

Inc.

(33-1/3% owned)

TerreStar Networks

(Canada) Inc.

(80% owned)

20%

4506901 Canada Inc

(100% owned)

TERRESTAR HOLDINGS INC.

(100% owned)

TERRESTAR 1.4 HOLDINGSLLC

(100% owned)

TerreStar Corporate Structure

4

Integrated Network Architecture

5

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

6

Significant Assets and Capabilities

Assets	Capabilities
•Most powerful two-way commercial communications satellite ever launched •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

7

Industry-Leading Partners and Suppliers

Critical Partner Ecosystem is in Place and Executing to Plan

8

Key Dates

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

FCC & PTCRB

(industry) certification

Scale Commercial Service
Launch with AT&T

2009

2010

Satellite Demonstration

at IACP conference

Limited Service Launch

9

TerreStar GENUSTM Smartphone

•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)

FCC & PTCRB (industry)
certification -- December 2009

10

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

11

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	•NA
•Next generation system withconfigurable spot beams	•Mobile video to vehicle platform (MIM - Mobile Interactive Media) for video 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	•Large, expensive terminals & devices	•NA

12

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 plus usage charges

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

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

13

The Roam-In Value Proposition

Channel Partners	GSM Customers
•Fills network gaps for carriers •Enhances customer retention •Utilizes existing form factor devices •Creates new market opportunities •Creates a key competitive differentiator	•Provides complete coverage nationwide •Single device for everyday and disaster communications •More robust voice and date applications (than existing MSS)

Roam-In Value Proposition For:

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

•For use primarily in emergency
situations

13

•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

14

15

•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

16

Significant Progress on Roam-In

TerreStar has made significant progress towards launching the Roam-In business

Execution of Roam-In Plan

Roam-In Revenues Expected To Begin in 2010

Perfected Spectrum & Secured License	Technological Ecosystem	Roaming-Agreements	Third Party Distribution Agreements
•Successfully launched satellite into orbit on July, 1 2009 •First successful call over satellite using TerreStar smart phones completed on July 19, 2009 •All FCC and IC milestones achieved	•Integrated satellite / ground-based design •Handsets achieved FCC and industry certification in December 2009 •Third-party handset certification process underway •R&D agreements in place with Infineon and Qualcomm for chip development •Nokia base stations available, with next gen LTE versions expected to be available in 2011	•AT&T roaming agreement executed •In discussions with other carriers	•AT&T distribution agreement executed •Significant progress in negotiating distribution agreements with third-parties •Creates a distribution channel for TerreStar handsets and satellite services •Currently integrating logistics, provisioning, billing and customer care operations with initial MNO.

17

1.4 GHz Spectrum

•8 year lease term with ROFR purchase option at $250M or value of
competing offer

–Lease payments $1M per month for first eight months; $2M per month
thereafter

–Lease commenced October 2009

18

ATC Opportunities

•Several Integrated Satellite / ATC opportunity classes identified

–4G upgrade for existing carriers

–4G capacity expansion for existing carriers

–Market / geographic expansion

–Industry vertical applications (Smart Grid, transportation, government…)

•Project activity underway in all classes

•Commercial availability of 2.0 GHz LTE equipment expected in 2011

•MNOsexperiencing rapidly increasing demand for data services on
3G networks and face increasing spectrum limitations

•4G demands even more spectrum for implementation

•FCC ATC authorization application pending

•TS-2 (ground spare) 85% complete and on schedule to permit
commencement of commercial ATC operations in late 2010

19

Financials

Consolidated Condensed Balance Sheet 9/30/09

Unaudited ($ in millions)
Cash and Cash Equivalents	$	72.3	Accounts Payable and Accrued Expense	$	22.0
Other Current Assets	$	8.6	Dividend Payable on Series A & B and Other Current Liabilities		31.6
Total Current Assets	$	81.0	Total Current Liabilities	$	53.5
Fixed Assets, Net	$	900.6	Notes and Accrued Interest, Net of Discount	$	904.6
Intangible Assets, Net	$	345.8	Other Long Term Liabilities		24.8
Other Long Term Assets	$	13.3	Total Long Term Liabilities	$	929.4
Total Long Term Assets	$	1,259.8
			Series A Convertible Preferred Stock	$	90.0
			Series B Convertible Preferred Stock	$	318.5
			All Other Equity and APIC	$	1,203.0
			Accumulated Deficit	$	(1,253.7	)
			Total Shareholder's Equity	$	357.8
Total Assets	$	1,340.8	Total Liabilities and Shareholder's Equity	$	1,340.8

20

21

TerreStar Capitalization and Market Value
as of September 30, 2009

 

($ in millions, except share data)
	Book Value
Current Share Price as of 9/30/2009	$	2.29
Common Shares Outstanding		139.7
Options, Warrants and Convertible Instruments		30.0
Fully Diluted Shares Outstanding		169.7
Equity Value	$	388.6
Plus:
TerreStar Networks 16.5% Senior PIK Notes due February 15, 2014	$	810.4
TerreStar Networks 6.5% Exchangeable PIK Notes due June 15, 2014	$	167.0
TerreStar-2 14.0% Purchase Money Credit Agreement due February 5, 2013	$	65.3
Total Debt	$	1,042.7
Plus:
Series A Cumulative Convertible Preferred Stock	$	90.0
Series B Cumulative Convertible Preferred Stock	$	318.5
Series C Preferred Stock	$	0.0
Series D Preferred Stock	$	0.0
Series E Junior Participating Preferred Stock	$	0.0
Total Preferred	$	408.5
Less:
Cash and Cash Equivalents	$	(72.3	)
Total Enterprise Value	$	1,767.5

Senior Secured PIK Notes:

Original Issue Amount$550 million

Maturity:2/14/2014

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

Senior Exchangeable PIK Notes:

Original Issue Amount:$150 million

Maturity:6/15/2014

Interest:PIK thru 3/2011 at 6.5%

Conversion:TSTR shares at $5.57/share

TerreStar-2 Credit Agreement:

Commitment:$100 million

Outstanding:$65.3 million

Maturity:2/5/2013

Interest: PIK thru 2/2012 at 14%

Series A&B Preferred Stock:

Series A Amount:$90.0 million

Series B Amount:$318.5 million

Series A&B Maturity:4/15/2010

Conversion:TSTR shares at $33.33/share

Dividends:5.5% cash or 6.5% common

Paid on 4/15 & 10/15

Series E Junior Preferred Stock:

1.9 million shares authorized and 1.2 million issued on
6/10/2008, convertible into TSTR shares at a rate of 25:1