UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported): January 26, 2010
TERRESTAR
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33546
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93-0976127
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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12010
Sunset Hills Road
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Reston,
VA
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20190
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(Address
of Principal
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(Zip
Code)
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Executive
Offices)
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Registrant’s
telephone number, including area code: 703-483-7800
N/A
(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 (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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As
previously disclosed, TerreStar Corporation, a Delaware corporation (“Company”),
and its subsidiary TerreStar 1.4 Holdings LLC, a Delaware limited liability
company (“1.4
Holdings”), entered into a Spectrum Manager Lease Agreement, dated
September 17, 2009, as amended on October 7, 2009 (“Lease
Agreement”) with One Dot Four Corp., a Delaware corporation (“Lessee”)
to lease a certain 1.4GHz spectrum for which 1.4 Holdings holds Federal
Communications Commission licenses. Lessee is an affiliate of
Harbinger Capital Partners Master Fund I, Ltd., which, along with its affiliates
(“Harbinger”),
is a significant holder of the Company’s securities.
On
January 26, 2010, in exchange for a $30,000,000 prepayment of amounts that may
become due under the Lease Agreement (“Prepayment”),
the Company and its subsidiary TerreStar Networks Inc. (“Networks”)
entered into an Exclusivity Agreement (“Exclusivity
Agreement”) with Harbinger whereby the Company agreed that, for a period
of 90 days from the date of the Exclusivity Agreement, it would negotiate in
good faith on an agreement under which S-band spectrum licensed to a subsidiary
of the Company (“S-band
Spectrum”) would be pooled with other spectrum to provide mobile
communications services, and the Company would not (i) solicit or encourage the
submissions of proposals or offers relating to the S-band Spectrum from any
person other than Harbinger, (ii) enter into any written or oral agreement
relating to the S-band Spectrum with any person other than Harbinger, nor (iii)
participate in discussions or negotiations with, or furnish any non-public
information to, any person in connection with a possible transaction regarding
the S-band Spectrum the effect of which would grant any third party rights with
respect to the S-band Spectrum that would interfere with or obstruct the use of
the S-band Spectrum by Harbinger or otherwise make it unavailable for use by
Harbinger or limit the ability of the Company or Harbinger to enter into a
transaction regarding the S-band Spectrum.
The
Company, Networks and 1.4 Holdings entered into a letter agreement (“Letter
Agreement”) with Harbinger and the Lessee concerning the
Prepayment. Pursuant to the Letter Agreement any remaining
unamortized portion of the Prepayment that would not otherwise have been paid
under the Lease Agreement will be refunded to Lessee if (i) the Lease Agreement
is terminated in accordance with its terms, (ii) the Company or any of its
affiliates (other than Harbinger) terminates the Exclusivity Agreement in
accordance with its terms, (iii) the Company or any of its affiliates (other
than Harbinger) breaches the Exclusivity Agreement in any material respect, (iv)
the Company does not obtain, or is unable to obtain, any consents necessary to
enter into and effect the S-band Spectrum agreement, or (v) the Company or its
subsidiaries does not have, or ceases to have, rights to all or substantially
all of the S-band Spectrum.
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SIGNATURES
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.
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TERRESTAR
CORPORATION
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By:
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/s/ Douglas
Brandon
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Douglas
Brandon
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General
Counsel & Secretary
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Date: January
26, 2010
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