Globalstar’s $1.65 Billion Merger with FiberLight

Goodwin represented the Special Committee of the Board of Directors of Globalstar, Inc.

Globalstar, Inc. (NYSE American: GSAT) today announced it has signed a merger agreement with Thermo Acquisitions, Inc. pursuant to which the following assets will be combined with Globalstar: metro fiber provider FiberLight, LLC (FiberLight), 15.5 million shares of common stock of CenturyLink, Inc. (NYSE: CTL) (CenturyLink), $100 million of cash and minority investments in complementary businesses and assets of $25 million in exchange for Globalstar common stock valued at approximately $1.65 billion, subject to adjustments. Thermo Acquisition, Inc. is controlled by Jay Monroe, Executive Chairman of the Board of Directors and Chief Executive Officer of Globalstar. At closing the parent company will be renamed Thermo Companies, Inc., and its stock will continue to trade publicly. The transaction has been unanimously recommended by the Special Committee of the Board of Directors of Globalstar, consisting entirely of independent directors, and unanimously approved by the full Board of Directors. The merger is expected to close in the third quarter of 2018.

The combined company will hold a unique set of assets including Globalstar’s world-wide satellite business with 2017 Adjusted EBITDA of approximately $32 million and projected pro forma net debt outstanding of approximately $380 million at closing; a spectrum management company facilitating transactions related to Globalstar’s U.S. and international terrestrial spectrum; FiberLight, a metro fiber provider serving 40 of the top 50 U.S. bandwidth providers across approximately 14,000 route miles with 2017 Adjusted EBITDA of approximately $67 million based on unaudited results and approximately $200 million of net debt at closing; and Thermo Investments, an investment management company with initial investments in CenturyLink stock valued today at approximately $275 million, which is expected to provide annual dividends of approximately $33.5 million, minority investments in Pivotal Commware and Orion Labs, plus $100 million of investable cash. Looking forward to the full year 2019, management expects Adjusted EBITDA1 of the combined entity to be in excess of $165 million and combined net debt2 at December 31, 2019 of less than $200 million.

Globalstar, Inc. provides mobile voice and data communications services via satellite. The company, led by James Monroe III, David Kagan and bGregory C Ewert, in 2017 recorded $112 Million Revenues.

The Goodwin team was led by partners Stuart Cable (Picture) and Mark Opper and included partners Deborah Birnbach and Jason Vollbracht, counsel Ai Tajima and associates Morgan Mordecai, Nana Atsem and Tyler Vandeventer and attorney Yifan Yang.

 

Involved fees earner: Stuart Cable – Goodwin Procter; Mark Opper – Goodwin Procter; Nana Atsem – Goodwin Procter; Tyler Vandeventer – Goodwin Procter; Deborah Birnbach – Goodwin Procter; Jason Vollbracht – Goodwin Procter; Ai Tajima – Goodwin Procter; Morgan Mordecai – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: Globalstar, Inc.;

 

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Author: Ambrogio Visconti