Holders of Globalstar 5.75% Convertible Senior Notes Have Right to Require
COVINGTON, La., March 4, 2013 (GLOBE NEWSWIRE) -- Globalstar, Inc.
(OTCBB:GSAT) today announced that pursuant to the terms of the First
Supplemental Indenture dated as of April 15, 2008 (the "Indenture"), holders
of Globalstar's 5.75% Convertible Senior Notes due 2028 (CUSIP Number: 378973
AA 9) (the "Securities") have the right to surrender their Securities for
purchase by Globalstar (the "Put Option") on April 1, 2013 (the "Purchase
Date"). The Put Option expires at 5:00 p.m. on March 29, 2013 (the "Expiration
Date"). The purchase is being made on the terms and subject to the conditions
set forth in the Put Right Purchase Offer (the "Purchase Offer") dated March
The Put Option entitles each holder of the Securities to surrender to
Globalstar for purchase all or any part (in increments of $1,000) of the
holder's Securities at a purchase price payable in cash equal to 100% of the
principal amount. A holder must surrender the Securities to U.S. Bank National
Association (the "Paying Agent") in order to receive payment of the purchase
price. All Securities surrendered for purchase must be delivered through
Depository Trust Company's Automatic Tenders over the Participant Terminal
System.Globalstar is required to pay on the Purchase Date for all Securities
validly surrendered and delivered.
A Holder who wishes to tender Securities pursuant to the Put Right Purchase
Offer and whose Securities are held by a broker, dealer, commercial bank,
trust company or other nominee must contact such nominee if such Holder
desires to surrender the Holder's Securities and instruct the nominee to
surrender the Securities for purchase on the Holder's behalf through the
transmittal procedures of DTC on or prior to 5:00 p.m., New York City time, on
the Expiration Date.
A Holder who is a DTC participant who wishes to tender Securities pursuant to
the Put Right Purchase Offer must surrender to Globalstar such Holder's
beneficial interest in the Securities by:
odelivering to the Paying Agent's account at DTC through DTC's book-entry
system the Holder's beneficial interest in the Securities on or prior to
5:00 p.m., New York City time, on the Expiration Date; and
oelectronically transmitting the Holder's acceptance through DTC's PTS,
subject to the terms and procedures of that system on or prior to 5:00
p.m., New York City time, on the Expiration Date.
Globalstar is required to pay the purchase price solely in cash. If all
outstanding Securities are surrendered for purchase pursuant to the Put
Option, the aggregate purchase price will be approximately $71.8million.
Although Globalstar does not expect all of the holders to surrender their
Securities, Globalstar does not have sufficient liquidity to repurchase all of
the holders' Securities at a purchase price payable in cash equal to 100% of
the outstanding principal amount.
Holders that do not surrender their Securities for purchase pursuant to the
Put Option will maintain the right to convert their Securities, subject to the
terms, conditions and adjustments applicable to the Securities. The Base
Conversion Rate, as defined in the Indenture, is currently 166.11296 shares of
Globalstar's common stock per $1,000 principal amount of Securities.
Also in accordance with the terms of the Securities, each holder of record of
the Securities as of March15, 2013 is entitled to receive payment on April1,
2013 of the regularly scheduled interest payment for interest accrued up to,
but not including, the Purchase Date, whether or not the holder surrenders any
Securities pursuant to the Put Offer. Unless the Company defaults in making
payment of the Put Right Purchase Price for Securities that have been validly
surrendered, interest on tendered securities will cease to accrue on and after
the Repurchase Date.
The opportunity to surrender Securities for purchase pursuant to the Put
Option will commence on Monday, March 4, 2013, and will terminate at
5:00p.m., NewYork City time, on the Expiration Date. Holders may withdraw
any Securities previously surrendered for purchase at any time prior to
5:00p.m., NewYork City time, on Friday, March 29, 2013. Securities
surrendered pursuant to the Put Option may only be converted into shares of
Globalstar common stock if they are validly withdrawn before Friday, March 29,
In order to withdraw surrendered Securities, a Holder must deliver, or cause
to be delivered, a valid withdrawal request through the Automated Tender Offer
Program system from the tendering DTC participant before 5:00 p.m., New York
City time, on March 29, 2013. The withdrawal notice must:
ospecify the DTC Voluntary Offer Instruction Number, the name of the
participant for whose account the Securities were tendered and the
participant's account number at DTC to be credited with the withdrawn
ocontain a description of the Securities to be withdrawn (including the
principal amount to be withdrawn); and
obe submitted through the DTC PTS system by the participant under the same
name as the participant's name is listed in the original tender, or be
accompanied by evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the
The address of the Paying Agent is 425 Walnut Street, CN-OH-W6CT, Cincinnati,
OH 45202.The Paying Agent is also the Conversion Agent.
Globalstar will file a Tender Offer Statement on ScheduleTO, which shall
include the Purchase Offer related to the Put Option, with the Securities and
Exchange Commission (the "SEC") later today. In addition, documents specifying
the terms, conditions and procedures for surrendering and withdrawing
Securities for purchase will be available through the Paying Agent. Neither
Globalstar nor its board of directors or employees have made or are making any
representation or recommendation as to whether or not any holder should
surrender any Securities.
This press release is for informational purposes only and is not an offer to
purchase, or the solicitation of an offer to purchase, the Securities. The
offer is being made pursuant to the Tender Offer Statement, including the
Purchase Offer, which Globalstar is distributing to holders of the Securities.
Holders are strongly advised to read the Tender Offer Statement and Purchase
Offer filed by the Company with the SEC because they contain important
information. These documents are available at no charge at the SEC's website
at http://www.sec.gov. The repurchase offer is not being made to holders of
the Securities in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such
About Globalstar, Inc.
Globalstar is a leading provider of mobile satellite voice and data services.
Globalstar offers these services to commercial customers and recreational
consumers in more than 120 countries around the world. The Company's products
include mobile and fixed satellite telephones, simplex and duplex satellite
data modems, the SPOT family of mobile satellite consumer products including
the SPOT Satellite GPS Messenger™ and flexible airtime service packages. Many
land based and maritime industries benefit from Globalstar with increased
productivity from remote areas beyond cellular and landline service. Global
customer segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy construction,
emergency preparedness, and business continuity as well as individual
recreational consumers. Globalstar data solutions are ideal for various asset
and personal tracking, data monitoring and SCADA applications. All SPOT
products described in Globalstar or SPOT LLC press releases are the products
of Spot LLC, which is not affiliated in any manner with Spot Image of
Toulouse, France or Spot Image Corporation of Chantilly, Virginia.
For more information regarding Globalstar, please visit Globalstar's web site
The Globalstar, Inc. logo is available at
Safe Harbor Language for Globalstar Releases
This press release contains certain statements that are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are based on current expectations
and assumptions that are subject to risks and uncertainties which may cause
actual results to differ materially from the forward-looking statements.
Forward-looking statements and other statements contained in this release
regarding matters that are not historical facts involve predictions.
Any forward-looking statements made in this press release speak as of the date
made and are not guarantees of future performance. Actual results or
developments may differ materially from the expectations expressed or implied
in the forward-looking statements, and Globalstar undertakes no obligation to
update any such statements. Additional information on factors that could
influence the Company's financial results is included in its filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
CONTACT: Investor contact information:
Jody Burfening/Carolyn Capaccio
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