SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
IRIDIUM COMMUNICATIONS INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants exercisable for Common Stock at an exercise price of $7.00 per share
(Title of Class of Securities)
46269C102
(CUSIP Number of Common Stock Underlying Warrants)
Matthew J. Desch
Chief Executive Officer
Iridium Communications Inc.
1750 Tysons Boulevard, Suite 1400
McLean, Virginia 22102
(703) 287-7400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Brent B. Siler
Brian F. Leaf
Cooley LLP
One Freedom Square, Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190
(703) 456-8000
CALCULATION OF FILING FEE
|
| ||
| Transaction valuation* | Amount of filing fee | |
| $10,869,604.86 |
$1,482.61 | |
|
| ||
|
| ||
| * | Estimated for purposes of calculating the amount of the filing fee only. Iridium Communications Inc. (the “Company”) is offering holders of 8,979,434 of the Company’s $7.00 warrants (the “Warrants”) the opportunity to exchange such Warrants for shares of the Company’s common stock, par value $0.001 per share (the “Shares”) by tendering six Warrants in exchange for one Share. The amount of the filing fee assumes that all outstanding Warrants will be exchanged and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $136.40 for each $1,000,000 of the value of the transaction. The transaction value was determined by using the average of the high and low prices of the Warrants as reported on the NASDAQ Global Select Market on September 27, 2012, which was $1.2105. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $1,482.61 | Filing Party: Iridium Communications Inc. | |||||
| Form or Registration No.: Schedule TO | Date Filed: October 2, 2012 | |||||
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
SCHEDULE TO
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2012, as amended on October 17, 2012 (as so amended, the “Schedule TO”), by Iridium Communications Inc., a Delaware corporation (“Iridium” or the “Company”) in connection with the offer by the Company to all holders of the Company’s outstanding warrants exercisable for shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at an exercise price of $7.00 per share (the “Warrants”), to receive one Share in exchange for every six Warrants tendered by the holders thereof (approximately 0.1667 Share for every Warrant tendered). The offer is subject to the terms and conditions set forth in the Offer Letter, dated October 2, 2012, as amended on October 17, 2012 (the “Offer Letter”) as further supplemented hereby on October 24, 2012, and in the related Letter of Transmittal (the “Letter of Transmittal”) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) and which are appended to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All information in the Offer Letter, as supplemented, and the Letter of Transmittal is incorporated in this Amendment No. 2 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended to the extent provided herein.
Item 10. Financial Statements
Item 10(a) of the Schedule TO is hereby amended and supplemented as follows:
(a) Financial Information. The information contained in the Supplement to Offer Letter is incorporated herein by reference.
Item 12. Exhibits.
| Exhibit Number |
Description | |
| (a)(1)(A)* | Offer Letter dated October 2, 2012, as amended on October 17, 2012 as reflected in Amendment No. 1 filed with the SEC on October 17, 2012. | |
| (a)(1)(B)* | Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
| (a)(1)(C)* | Form of Notice of Guaranteed Delivery. | |
| (a)(1)(D)* | Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. | |
| (a)(1)(E)* | Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients. | |
| (a)(1)(F) | Supplement to Offer Letter, dated October 24, 2012. | |
| (a)(5)(A) | The Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2012, incorporated herein by reference. | |
| (a)(5)(B) | The Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2012, incorporated herein by reference. | |
| (b) | Not applicable. | |
| (d)(1) | Specimen Common Stock Certificate, incorporated herein by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1(Registration No. 333-147722) filed with the SEC on February 4, 2008. | |
| (d)(2) | Specimen Warrant Certificate for $7.00 Warrants, incorporated herein by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-147722) filed with the SEC on February 4, 2008. | |
| (d)(3) | Form of Registration Rights Agreement, incorporated by reference to Annex D of the Company’s Proxy Statement filed with the SEC on August 28, 2009. | |
| (d)(4) | Amendment No. 1 to Registration Rights Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2011. | |
| (d)(5) | Form of Pledge Agreement, incorporated by reference to Annex C of the Company’s Proxy Statement filed with the SEC on August 28, 2009. | |
| (d)(6) | Amended and Restated Warrant Agreement for $7.00 Warrants between the Company and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2008. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed. |
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| IRIDIUM COMMUNICATIONS INC. | ||
| By: | /s/ Thomas J. Fitzpatrick | |
| Name: Thomas J. Fitzpatrick | ||
| Title: Chief Financial Officer | ||
Date: October 24, 2012
3
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| (a)(1)(A)* | Offer Letter dated October 2, 2012, as amended on October 17, 2012 as reflected in Amendment No. 1 filed with the SEC on October 17, 2012. | |
| (a)(1)(B)* | Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
| (a)(1)(C)* | Form of Notice of Guaranteed Delivery. | |
| (a)(1)(D)* | Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. | |
| (a)(1)(E)* | Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients. | |
| (a)(1)(F) | Supplement to Offer Letter, dated October 24, 2012. | |
| (a)(5)(A) | The Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2012, incorporated herein by reference. | |
| (a)(5)(B) | The Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2012, incorporated herein by reference. | |
| (b) | Not applicable. | |
| (d)(1) | Specimen Common Stock Certificate, incorporated herein by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1(Registration No. 333-147722) filed with the SEC on February 4, 2008. | |
| (d)(2) | Specimen Warrant Certificate for $7.00 Warrants, incorporated herein by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-147722) filed with the SEC on February 4, 2008. | |
| (d)(3) | Form of Registration Rights Agreement, incorporated by reference to Annex D of the Company’s Proxy Statement filed with the SEC on August 28, 2009. | |
| (d)(4) | Amendment No. 1 to Registration Rights Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2011. | |
| (d)(5) | Form of Pledge Agreement, incorporated by reference to Annex C of the Company’s Proxy Statement filed with the SEC on August 28, 2009. | |
| (d)(6) | Amended and Restated Warrant Agreement for $7.00 Warrants between the Company and American Stock Transfer & Trust Company, LLC, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2008. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed. |
4