Globalstar 8-K 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2017 (June 30, 2017)
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (985) 335-1500
(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:
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2017, Globalstar, Inc. (“Globalstar,” “we” or “us”), Thermo Funding Company LLC (“Thermo”), the lenders and their agent entered into a Third Global Amendment and Restatement Agreement (the “2017 GARA”). Pursuant to the 2017 GARA:
Copies of the 2017 GARA and Third Amended and Restated Facility Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively. The description of these agreements contained in this Current Report on Form 8-K is qualified in its entirety by reference to Exhibits 10.1 and 10.2.
The Common Stock Purchase Agreement
On June 30, 2017, the Company and Thermo Funding II LLC entered into a Common Stock Purchase Agreement pursuant to which Thermo Funding II purchased 17,837,838 of the Company’s voting common stock for $33.0 million ($1.85 per share), which represents a 10% discount to the closing price of the Company’s voting common stock on June 29, 2017.
The terms of the Common Stock Purchase Agreement were approved by a special committee of independent directors of the Board of Directors, who were represented by independent legal counsel.
A copy of the Common Stock Purchase Agreement is attached hereto as Exhibit 10.3. The description of the Common Stock Purchase Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to Exhibit 10.3.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the caption “The Common Stock Purchase Agreement” is incorporated into this Item 3.02 by reference.
The sale of shares of the Company’s common stock to Thermo Funding II pursuant to the Common Stock Purchase Agreement was consummated pursuant to an exemption from registration under Section 4(a)(2) of the Act for transactions not involving a public offering. Thermo has agreed that the shares acquired by it are “restricted shares” and may not be transferred other than pursuant to an effective registration statement under the Act or an applicable exemption from registration.
Item 9.01 Financial Statements and Exhibits
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.
/s/ Rebecca S. Clary
Rebecca S. Clary
Vice President and Chief Financial Officer
Date: July 7, 2017