SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Amendment
No. 2
Under
the Securities Exchange Act of 1934
Globalstar,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.0001 per share
(Title of
Class of Securities)
378973408
(CUSIP
Number)
Gerald S.
Greenberg, Esq.
Taft
Stettinius & Hollister LLP
425
Walnut Street, Suite 1800
Cincinnati,
OH 45202
(513)
381-2838
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August
6, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on the following pages)
1
CUSIP No.
378973408
|
1 NAME
OF REPORTING PERSONS
|
||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
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Globalstar
Holdings, LLC
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||
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41-2116509
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||
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2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a) x | |
|
(b)
o
|
||
|
3 SEC
USE ONLY
|
||
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4 SOURCE
OF FUNDS*
|
||
|
WC
|
|
|
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5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
||
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
||
|
7 SOLE
VOTING POWER
|
||
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8 SHARED
VOTING POWER
|
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
38,640,750
|
|
|
EACH
|
||
|
REPORTING
|
9 SOLE
DISPOSITIVE POWER
|
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
|
10
SHARED DISPOSITIVE POWER
|
|
|
38,640,750
|
||
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11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
||
|
38,640,750
|
||
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES* o
|
||
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
13.4%
|
||
|
14 TYPE
OF REPORTING PERSON*
|
||
|
OO
|
||
2
CUSIP No.
378973408
|
1 NAME
OF REPORTING PERSONS
|
||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Thermo
Funding Company LLC
|
||
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84-6331739
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||
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2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a) x | |
|
|
(b) o | |
|
3 SEC
USE ONLY
|
||
|
4 SOURCE
OF FUNDS*
|
||
|
WC
|
||
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5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
||
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Colorado
|
||
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7 SOLE
VOTING POWER
|
||
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8 SHARED
VOTING POWER
|
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
171,390,667
|
|
|
EACH
|
||
|
REPORTING
|
9 SOLE
DISPOSITIVE POWER
|
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10 SHARED
DISPOSITIVE POWER
|
||
|
171,390,667
|
||
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
||
|
171,390,667
|
||
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES* o
|
||
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
59.1%
|
||
|
14 TYPE
OF REPORTING PERSON*
|
||
|
OO
|
||
3
|
CUSIP
No. 378973408
|
||
|
1 NAME
OF REPORTING PERSONS
|
||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Globalstar
Satellite, LP
|
||
|
33-1077009
|
||
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a) x | |
|
|
(b) o | |
|
3 SEC
USE ONLY
|
||
|
4 SOURCE
OF FUNDS*
|
||
|
WC
|
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
||
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Colorado
|
||
|
7 SOLE
VOTING POWER
|
||
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8 SHARED
VOTING POWER
|
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
618,558
|
|
|
EACH
|
||
|
REPORTING
|
9 SOLE
DISPOSITIVE POWER
|
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10 SHARED
DISPOSITIVE POWER
|
||
|
618,558
|
||
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
||
|
618,558
|
||
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES* o
|
||
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.2%
|
||
|
14 TYPE
OF REPORTING PERSON*
|
||
|
PN
|
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4
|
CUSIP
No. 378973408
|
||
|
1 NAME
OF REPORTING PERSONS
|
||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
James
Monroe III
|
||
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a) x | |
|
|
(b) o | |
|
3 SEC
USE ONLY
|
||
|
4 SOURCE
OF FUNDS*
|
||
|
PF
|
||
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
United
States
|
||
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7 SOLE
VOTING POWER
|
||
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8 SHARED
VOTING POWER
|
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
220,864,974
|
|
|
EACH
|
||
|
REPORTING
|
9 SOLE
DISPOSITIVE POWER
|
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10
SHARED DISPOSITIVE POWER
|
||
|
220,864,974
|
||
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
||
|
PERSON
|
||
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
|
CERTAIN
SHARES* o
|
||
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
69.9%
|
||
|
14 TYPE
OF REPORTING PERSON*
|
||
|
IN
|
||
5
Globalstar
Holdings, LLC, Thermo Funding Company, LLC (“Thermo Funding”), Globalstar
Satellite, L.P. and James Monroe III (including a trust controlled by him) are
sometimes collectively referred to as the “Reporting Persons.” Any disclosures
herein with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
This
filing amends the Schedule 13D Amendment #1 filed May 18, 2009 to amend Items 3
through 7 as follows:
Item 3. Source and Amount of Funds or
Other Considerations.
The
shares of Common Stock referred to in Item 5(a) hereof as being beneficially
owned by the Reporting Parties were acquired by the Reporting Parties in
transactions which have been previously described in filings pursuant to Rule
13d-1 and Rule 13d-2 under the Act on Schedule 13D.
In addition, the Reporting Persons
engaged in the transactions listed in Item 5(c) and described in Item 6 with
Globalstar, Inc. (the “Issuer”) with general working capital as the source of
funds for the purchases and forgiveness of debt for the conversion.
Item
4. Purpose of Transaction.
The Reporting Persons acquired the
shares of Common Stock described in Item 3 for the purpose of increasing the
equity position of the Reporting Persons, providing additional working capital
to, and reducing the debt of, the Issuer. The Reporting Persons
considered the Common Stock to be an attractive investment at the price levels
at which they acquired the shares of Common Stock. The Reporting
Persons may acquire additional shares of Common Stock in the
future.
Except as set forth in this Item 4, the
Reporting Persons do not have any plans or proposals which related to or would
result in:
|
(a)
|
The acquisition by any person of
additional securities of the issuer, or the disposition of securities of
the issuer;
|
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(b)
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An extraordinary corporation
transaction, such as a merger, reorganization or liquidation, involving
the issuer or any of its
subsidiaries;
|
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(c)
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A sale or transfer of a material
amount of assets of the issuer or of any of its
subsidiaries;
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(d)
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Any change in the present board of
directors or management of the issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies
on the board;
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(e)
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Any material change in the present
capitalization or dividend policy of the
issuer;
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(f)
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Any other material change in the
issuer’s business or corporate
structure;
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(g)
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Changes in the issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the issuer by any
person;
|
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(h)
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Causing a class of securities of
the issuer to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities
association;
|
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(i)
|
Causing a class of equity
securities of the issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act;
or
|
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(j)
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Any action similar to any of those
enumerated above.
|
In the
ordinary course of strategic planning for the Issuer, the Board of Directors has
discussed, and in the future may discuss, some or all of the items listed in (a)
through (j) above. Mr. Monroe participates in those discussions as
Chairman of the Board.
6
Item 5. Interest in
Securities of Issuer.
The
calculations of percentage in this Schedule 13D, Amendment #2 are based on the
number of shares of Common Stock (145,309,799 shares) outstanding on August 6,
2009, plus the shares that may be issued to the Reporting Persons within 60 days
upon the exercise of stock options or warrants and the conversion of 8.00% Notes
into Common Stock.
Globalstar Holdings,
LLC
|
(a)
|
See
page 2, nos. 11 and 13.
|
|
|
(b)
|
See
page 2, nos. 7-10.
|
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|
(c)
|
None.
|
|
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(d)
|
None.
|
|
|
(e)
|
Not
Applicable.
|
|
Thermo Funding Company
LLC
|
(a)
|
See
page 3, nos. 11 and 13.
|
|
|
(b)
|
See
page 3, nos. 7-10.
|
|
|
(c)
|
Acquisitions by Thermo Funding Company, LLC within the last 60 days pursuant to privately negotiated transactions: | |
|
Date
|
Number of shares (as converted or
exercised)
|
Price per share
|
||||||
|
June
19, 2009
|
126,174,034 | $ | 1.37 | |||||
|
June
19, 2009
|
4,205,608 | $ | 1.37 | |||||
|
June
25, 2009
|
4,379,562 | $ | 1.37 | |||||
|
(d)
|
None.
|
|
|
(e)
|
Not
Applicable.
|
Globalstar Satellite,
L.P.
|
(a)
|
See
page 4, nos. 11 and 13.
|
|
|
(b)
|
See
page 4, nos. 7-10.
|
|
|
(c)
|
None.
|
|
|
(d)
|
None.
|
|
|
(e)
|
Not
Applicable.
|
|
James Monroe
III
|
(a)
|
See
page 5, nos. 11 and 13.
|
|
|
(b)
|
See
page 5, nos. 7-10.
|
|
|
(c)
|
Acquisitions
by James Monroe III, through his trust, within the last 60 days, pursuant
to a public offering
|
|
|
Date
|
Number of shares (as converted or
exercised)
|
Price per share
|
||||||
|
June
19, 2009
|
9,499,999 | $ | 1.80 | |||||
|
(d)
|
None.
|
|
|
(e)
|
Not
Applicable.
|
7
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons amend Item 6 to
add additional agreements. No common stock was issuable to the
Reporting Persons until stockholder approval of the agreements was obtained in
accordance with the Nasdaq Stock Market Listing Rules. This approval
became effective on August 6, 2009.
8.00%
Convertible Senior Unsecured Note and Warrant Offering
On June 19, 2009, the Issuer sold $55
million in aggregate principal amount of 8.00% Convertible Senior Unsecured
Notes (“8.00% Notes”) and warrants (“Warrants”) to purchase 15,277,771 shares of
the Issuer’s Common Stock at an initial exercise price of $1.80 per share to
selected institutional investors in a direct offering registered under the
Securities Act of 1933. Mr. Monroe’s trust
purchased $11.4 million principal aggregate amount of the 8.00% Notes, which
included the right to convert the notes into 6,333,333 shares of Common Stock
(based on the initial conversion price prior to interest payments) and 3,166,666
Warrants. The 8.00% Notes are convertible into shares of
Common Stock at an initial conversion price of $1.80 per share of Common Stock,
subject to adjustment in the manner set forth in the supplemental indenture
governing the 8.00% Notes.
The
Warrants have full ratchet anti-dilution protection, and the exercise price of
the Warrants is subject to adjustment under certain other circumstances. In
addition, if the closing price of the common stock on September 19, 2010 is less
than the exercise price of the Warrants then in effect, the exercise price of
the Warrants will be reset to equal the volume-weighted average closing price of
the common stock for the previous 15 trading days. In the event of certain
transactions that involve a change of control (“Fundamental Transactions”), the
holders of the Warrants have the right to make the Issuer purchase the Warrants
for cash, subject to certain conditions. The exercise period for the Warrants
will begin on December 19, 2009 and end on June 19, 2014.
Debt
Conversion
On June
19, 2009, Thermo Funding exchanged all of the outstanding secured debt
(including accrued interest) owed to it by us under an existing credit agreement
with the Issuer, which totaled approximately $180.2 million, for one share of
Series A Convertible Preferred Stock (the “Series A Preferred”), and the credit
agreement was terminated. The Series A Preferred includes the following
terms:
Liquidation
Preference. The Series A Preferred has a $0.01 liquidation preference
upon any voluntary or involuntary liquidation, dissolution or winding up of the
company.
Dividend
Preference. The Series A Preferred has no dividend preference to the
Common Stock.
Voting
Rights. Subject to the conversion limitation set forth below, Thermo
Funding may vote its share of Series A Preferred with holders of our Common
Stock, voting as a single class, on an as-converted basis.
Conversion
Rights and Limitations. The Series A Preferred is convertible into
126,174,034 shares of Common Stock or any class of nonvoting common stock which
the Issuer may be authorized to issue in the future. In addition, no Common
Stock is issuable upon such conversion if such issuance would cause Thermo
Funding and its affiliates to own more than 70% of the Issuer’s outstanding
voting stock. If the Board of Directors and stockholders approve the creation of
a class of nonvoting common stock in the future, the Issuer may issue nonvoting
common stock in lieu of Common Stock to the extent issuing Common Stock would
cause Thermo Funding and its affiliates to exceed this 70% ownership
level.
Additional
Issuances. We may not issue additional shares of Series A Preferred or
create any other class or series of capital stock that ranks senior to or on
parity with the Series A Preferred without the consent of Thermo
Funding.
8
Contingent
Equity Agreement
On June
19, 2009, the Issuer entered into a Contingent Equity Agreement with Thermo
Funding whereby Thermo Funding agreed to deposit $60 million into a contingent
equity account to fulfill a condition precedent for borrowing under Issuer’s
senior secured facility agreement with a syndicate of French banks dated as of
June 5, 2009 (the “Facility Agreement”). Under the terms of the Facility
Agreement, the Issuer will be required to make drawings from this account if and
to the extent it has an actual or projected deficiency in its ability to meet
indebtedness obligations due within a forward-looking 90 day period. Thermo
Funding has pledged the contingent equity account to secure the Issuer’s
obligations under the Facility Agreement. If the Issuer makes any drawings from
the contingent equity account, it will issue Thermo Funding shares of Common
Stock calculated using a price per share equal to 80% of the volume-weighted
average closing price of the Common Stock for the 15 trading days immediately
preceding the draw. Thermo Funding may withdraw undrawn amounts in the account
after the Issuer has made the second scheduled repayment under the Facility
Agreement, which it currently expects to be no later than June 15,
2012.
The
Contingent Equity Agreement also provides that the Issuer will pay Thermo
Funding an availability fee of 10% per year for maintaining funds in the
contingent equity account. This fee is payable solely in warrants to purchase
Common Stock at $0.01 per share with a five-year exercise period from issuance,
with respect to a number of shares equal to the available balance in the
contingent equity account divided by $1.37, subject to certain adjustments. The
Issuer issued Thermo Funding a warrant to purchase 4,379,562 shares of Common
Stock for this fee at origination of the loan. No Common Stock is issuable if it
would cause Thermo Funding and its affiliates to own more than 70% of the
Issuer’s outstanding voting stock. If the Issuer’s Board of Directors and
stockholders approve the creation of a class of nonvoting common stock in the
future, the Issuer may issue nonvoting common stock in lieu of Common Stock to
the extent issuing Common Stock would cause Thermo Funding and its affiliates to
exceed this 70% ownership level.
Subordinated
Loan Agreement
On June
25, 2009, the Issuer entered into a Loan Agreement with Thermo Funding whereby
Thermo Funding agreed to lend the Issuer $25 million for the purpose of funding
the debt service reserve account required under the Facility Agreement. This
loan is subordinated to, and the debt service reserve account is pledged to
secure, all of the Issuer’s obligations under the Facility Agreement. The loan
accrues interest at 12% per annum, which will be capitalized and added to the
outstanding principal in lieu of cash payments. The Issuer will make payments to
Thermo Funding only when permitted under the Facility Agreement. The loan
becomes due and payable six months after the obligations under the Facility
Agreement have been paid in full, the Issuer has a change in control or any
acceleration of the maturity of the loans under the Facility Agreement occurs.
As additional consideration for the loan, the Issuer issued Thermo Funding a
warrant to purchase 4,205,608 shares of Common Stock at $0.01 per share with a
five-year exercise period. No Common Stock is issuable upon such exercise if
such issuance would cause Thermo Funding and its affiliates to own more than 70%
of the Issuer’s outstanding voting stock.
Item
7. Material to be Filed as Exhibits.
The following exhibits are incorporated
by reference from the Globalstar, Inc. Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009, filed with the SEC on August 10, 2009 (the
“10-Q”).
1. Certificate
of Designation for Series A Convertible Preferred Stock (Exhibit 3.1 to the
10-Q)
2. Warrant
issued to Thermo Funding Company LLC pursuant to the Contingent Equity Agreement
dated as of June 19, 2009 (Exhibit 4.1 to the 10-Q)
3. Form
of Warrant for issuances to Thermo Funding Company LLC pursuant to the Loan
Agreement dated as of June 25, 2009 (Exhibit 4.2 to the 10-Q)
4. Conversion
Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated as of
June 19, 2009 (Exhibit 10.3 to the 10-Q)
9
5. Contingent
Equity Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated
as of June 19, 2009 (Exhibit 10.4 to the 10-Q)
6. Loan
Agreement between Globalstar, Inc. and Thermo Funding Company LLC dated as of
June 25, 2009 (Exhibit 10.5 to the 10-Q)
10
SIGNATURES
After reasonable inquiry and to the best
of our knowledge and
belief, the undersigned certify that the information
set forth in this statement is true, complete and
correct.
DATED: August 10, 2009
GLOBALSTAR
HOLDINGS, LLC
By:/s/*
James
Monroe III, Manager
Dated: August 10, 2009
THERMO
FUNDING COMPANY LLC
By:/s/*
James
Monroe III, Trustee of Sole Member
Dated: August 10, 2009
GLOBALSTAR
SATELLITE, L.P.
By:/s/*
James
Monroe III, President of General Partner
Dated: August 10, 2009
/s/*
James
Monroe III
Dated: August 10, 2009
* By
Bridget C. Hoffman, Attorney-in-Fact
/s/ Bridget C.
Hoffman
Bridget
C. Hoffman
Dated: August 10, 2009
11