Public Interest Statement
0004-EX-AU-2015 Text Documents
LightSquared Subsidiary LLC, Debtor-in-Possession
2015-04-06ELS_160916
![demonstration that benefits will arise from the transfer is not . . . a prerequisite to [Commission]
approval, provided that no foreseeable adverse consequences will result from the transfer.” 23
IV. Commission Approval of the Emergence Applications Is in the Public Interest
As detailed herein, the proposed transaction involves patently qualified applicants and
does not violate any law or rule. Further, the transaction does not give rise to any competitive
harms and affirmatively increases competition by facilitating the emergence from bankruptcy of
an entity that will compete robustly in the market and bring consumers a host of other public
interest benefits. Thus, under the Commission’s “totality of circumstances” approach to transfer
applications, the Emergence Applications satisfy the public interest standard under Section
310(d) and the Commission should move promptly to conduct its review and grant the
Emergence Applications.
A. Approval of the Emergence Applications Will Serve the Public Interest
Commission approval of the proposed transaction will promote the public interest in two
specific aspects.
First, grant of the Emergence Applications will allow LightSquared to emerge from
bankruptcy, consistent with the broad aims of the U.S. Bankruptcy Code, the Communications
Act, and the Commission’s rules and policies. The Commission has repeatedly found that
“allowing a company to consummate its court-approved bankruptcy reorganization plan ‘will
serve the public interest by furthering the equitable purposes of the Federal Bankruptcy Act.’” 24
23
Applications of Pacific Telesis Group and SBC Communications Inc., Memorandum Opinion
and Order, 12 FCC Rcd 2624, 2626-27 (1997) (“Pacific Telesis Group/SBC Order”); see also
Comcast Cellular Holdings, Inc. and SBC Communications, Inc., Memorandum Opinion and
Order, 14 FCC Rcd 10604, 10608-09 (WTB 1999) (“Comcast/SBC Order”).
24
New DBSD Satellite Services G.P., Debtor-in-Possession, Transferor, New DBSD Satellite
Services G.P., Transferee Transfer of Control of Earth Station and Ancillary Terrestrial
Component Licenses and Conforming Modifications to Commission Records, Order, DA 10-
1881, ¶ 10 (2010) (“New DBSD Order”), quoting Space Station System Licensee, Inc., Assignor,
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![The Commission also has recognized that enabling licensees to exit bankruptcy, restructure debt,
and access new capital provides the opportunity for significant public interest benefits. 25 These
benefits can include facilitating increased use of the debtor’s assets, providing for an infusion of
capital and stimulation of investment, and strengthening the commercial viability of a
communications network. 26 Grant of the Emergence Applications will provide each of these
benefits, as LightSquared will be able to move forward with a secure capital structure based on
significant new investment. As is more fully described in the Plan, the proposed restructuring
will give New LightSquared access to $1.25 billion in working capital, resolve significant
outstanding claims, give the company control over lawsuits against the United States
Government, and endow the company with a sustainable capital structure capable of supporting
New LightSquared’s efforts to make full use of its spectrum to provide existing and innovative
services available to the public. Grant of the Emergence Applications, therefore, is consistent
with these long-held public interest goals.
Second, LightSquared’s reorganization and emergence from bankruptcy will advance the
public interest and benefit consumers by bringing the company’s valuable spectrum resources
and Iridium Constellation LLC, Assignee, Memorandum Opinion and Order, 17 FCC Rcd 2271
(2002) (“2002 Iridium Order”).
25
See, e.g., DBSD North America, Inc. and DISH Network Corp., Order, 27 FCC Rcd 2250, ¶ 26
(2012) (“The applicants claim that the proposed transactions will enable the two bankrupt
enterprises to emerge from bankruptcy, facilitating retirement of debt and improving access to
capital. We agree. There are significant public interest benefits that will result from an efficient
use of the 2 GHz spectrum by a financially sound licensee that has the requisite capital and
capability to develop and deploy 2 GHz MSS to consumers.”); WorldCom, Inc. and MCI, Inc.
(Transfer Pursuant to Reorganization), Memorandum Opinion and Order, 18 FCC Rcd 26484, ¶
29 (2003) (“WorldCom/MCI Order”) (“[W]e find that facilitating a telecommunications service
provider's successful emergence from bankruptcy advances the public interest by providing
economic and social benefits, especially including the compensation of innocent creditors.”).
26
Authorizations Granted Applications of Loral Space & Communications Ltd. (DIP) for the
Transfer of Control of Licenses and Authorizations Held by Loral Orion, Inc. (DIP), Loral
SpaceCom Corporation (DIP) and Loral Skynet Network Services, Inc. (DIP) to Loral Space &
Communications Inc., Public Notice, 20 FCC Rcd 15691 (Sept. 30, 2005).
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![and existing satellite and terrestrial networks to the marketplace. Post-consummation,
LightSquared will be better equipped to continue to provide services to a wide range of private
and public users—including the transport and energy industries, as well as first responders and
federal government agencies—who depend on those services every day for safe, secure
communication. Moreover, LightSquared’s spectrum could be used to support new mobile
broadband services in a manner consistent with the Commission’s rules and Orders and the
National Broadband Plan. 27 As the Commission has recognized, soaring consumer demand for
wireless broadband service is placing significant strain on existing networks. In the face of such
demand, “[e]nsuring that sufficient spectrum is available for incumbent licensees, as well as for
potential entrants, is critical to promoting competition, investment, and innovation.” 28
B. The Proposed Transaction Creates No Competitive Harms
The proposed transaction offers a compelling opportunity for the Commission to
strengthen competition in the wireless market with no concomitant harms. LightSquared’s
reorganization and emergence from bankruptcy will result in an assignment of LightSquared’s
licenses and authorizations to New Licensee, which is committed to moving forward
expeditiously to serve the public. The proposed transactions will have no adverse effect on
actual or potential market concentration, nor will they have any other adverse effect on
competition or consumers. To the contrary, LightSquared’s emergence from bankruptcy with
new, secure financing will enhance LightSquared’s ability to maintain its existing services and
(subject to any required approvals) to offer innovative new services. Conversely, delay in
approving the Emergence Applications will hinder LightSquared’s ability to provide full and
27
See CONNECTING AMERICA: THE NATIONAL BROADBAND PLAN, at 87 (2010).
28
Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993; Annual
Report and Analysis of Competitive Market Conditions with Respect to Mobile Wireless,
Including Commercial Mobile Services, Sixteenth Report, 28 FCC Rcd 3700, at ¶ 86 (2013).
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![robust competition. The Commission has acknowledged that where, as here, licenses are
assigned from a debtor-in-possession, “[o]ften the competitive landscape is little changed . . . .
For example, the debtor-in-possession frequently transfers its licenses to itself as the reorganized
entity. The effect on competition in such cases is minimal, and there is no need for an extensive
balancing of potential competitive harms against the benefits of facilitating the debtor's
emergence from bankruptcy.” 29 Here, given that the New Investors do not hold any significant
wireless or satellite assets or licenses, it is clear that there are no competitive “harms” that need
to be balanced against the public interest benefits noted above. 30
V. Procedural Considerations
A. Request for Expedited Treatment
To enable the public interest benefits of the instant transaction, expedited action on the
Applications is requested. The Plan Support Agreement terminates on December 15, 2015, if the
Effective Date of the Plan has not occurred, and LightSquared is funded through a debtor in
possession credit facility that matures on December 30, 2015. Prompt action by the Commission
is necessary for LightSquared to meet its loan obligations and implement the Plan before these
dates. Because this transaction is consistent with the objectives of the Communications Act, has
clear public interest benefits, and will not result in competitive or any other harm, prompt action
on the Emergence Applications is warranted.
29
Adelphia Communications Corporation – Time Warner Cable Inc. Transfer, Memorandum
Opinion and Order, 21 FCC Rcd 8203, ¶ 284 (2006).
30
See, e.g., Public Notice: International Authorizations Granted, DA 04-628 (Mar. 8, 2004)
(granting applications seeking FCC consent to Globalstar’s emergence from bankruptcy after
concluding that it would raise “[n]o significant competitive concerns” because it would not
impact the company’s market share or the number of MSS competitors). Cf. DBSD North Am.,
Inc., 27 FCC Rcd 2250, at ¶ 28 (2012) (“DISH-DBSD-TerreStar Order”) (“[W]here potential
harms appear to be less likely or less substantial,” Commission “will accept a lesser showing of
the claimed benefits to approve the transaction.”); see also Verizon Commc’ns, Inc. and MCI,
Inc., 20 FCC Rcd 18433, at ¶ 196 (2005).
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and reimbursement of expenses pursuant to sections 328, 330(a), or 331 of the Bankruptcy Code
or otherwise for the period commencing on the Petition Date and ending on the Effective Date,
including Accrued Professional Compensation Claims; (c) all fees and charges assessed against
the Estates pursuant to chapter 123 of the Judicial Code, including the U.S. Trustee Fees; (d) the
DIP Claims; (e) all requests for compensation or expense reimbursement for making a
substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of
the Bankruptcy Code; (f) any and all KEIP Payments; (g) the Prepetition Inc. Fee Claims; (h) the
DIP Inc. Fee Claims; (i) all indemnification claims arising from the postpetition services of the
directors serving on the special committee of the boards of directors for LightSquared Inc. and
LightSquared GP Inc., as approved by the Bankruptcy Court pursuant to the Final Order (I)
Approving Compensation for Independent Directors, (II) Authorizing Administrative Expense
Priority for Indemnification Claims Arising From Postpetition Services of Independent
Directors, and (III) Granting Related Relief [Docket No. 897]; and (j) any fees and expenses that
are earned and payable pursuant to the New DIP Facilities, the Working Capital Facility, the
Plan, and the other Plan Documents, including the New Investor Fee Claims.
6. “Administrative Claims Bar Date” means the deadline for filing requests for
payment of Administrative Claims, which shall be thirty (30) days after the Effective Date.
7. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.
8. “Allowed” means, with respect to Claims, any Claim that (a) is evidenced by a
Proof of Claim Filed by the applicable Claims Bar Date or that is not required to be evidenced by
a Filed Proof of Claim under the Bankruptcy Code or a Final Order, (b) is listed on the Schedules
as of the Effective Date as not contingent, not unliquidated, and not disputed, and for which no
Proof of Claim has been timely Filed, (c) has been compromised, settled, or otherwise resolved
pursuant to the authority granted to the Debtors by a Final Order of the Bankruptcy Court, or (d)
is Allowed pursuant to the Plan or a Final Order; provided, however, that with respect to any
Claim described in clauses (a) or (b) above, such Claim shall be considered Allowed only if, and
to the extent that, with respect to any Claim, no objection to the allowance thereof, request for
estimation, motion to deem the Schedules amended, or other challenge has been interposed
within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules, or the Bankruptcy Court, if any, or such a challenge is so interposed and the Claim shall
have been Allowed for distribution purposes only by a Final Order. Any Claim that has been or
is hereafter listed on the Schedules as contingent, unliquidated, or disputed, and for which no
Proof of Claim has been timely Filed, is not considered Allowed and shall be expunged without
further action by the Debtors or the Reorganized Debtors and without any further notice to or
action, order, or approval of the Bankruptcy Court. Notwithstanding anything to the contrary
herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed
Allowed unless and until such Entity pays in full the amount that it owes such Debtor or
Reorganized Debtor, as applicable. In addition, “Allowed” means, with respect to any Equity
Interest, such Equity Interest is reflected as outstanding (other than any such Equity Interest held
by any Debtor or any subsidiary of a Debtor) in the stock transfer ledger or similar register of the
applicable Debtor on the Distribution Record Date and is not subject to any objection or
challenge.
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17. “Bid Procedures Order” means the Order (A) Establishing Bid Procedures, (B)
Scheduling Date and Time for Auction, (C) Approving Assumption and Assignment Procedures,
(D) Approving Form of Notice, and (E) Granting Related Relief [Docket No. 892].
18. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday”
(as defined in Bankruptcy Rule 9006(a)).
19. “Canadian Court” means the Ontario Superior Court of Justice (Commercial
List) having jurisdiction over the CCAA Proceedings.
20. “Canadian Proceeding” means the proceedings commenced with respect to the
Chapter 11 Cases in the Canadian Court pursuant to Part IV of the Companies’ Creditors
Arrangement Act.
21. “Cash” means the legal tender of the United States of America or the equivalent
thereof.
22. “Causes of Action” means any claim, cause of action, controversy, demand,
right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account,
defense, offset, power, privilege, license, and franchise of any kind or character whatsoever,
known, unknown, contingent or non-contingent, matured or unmatured, suspected or
unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable
directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in
tort, in law or in equity, or pursuant to any other theory of law. For purposes of clarity, Causes of
Action includes, without limitation, the following: (a) any right of setoff, counterclaim, or
recoupment and any claim on contracts or for breaches of duties imposed by law or in equity; (b)
the right to object to Claims or Equity Interests; (c) any claim pursuant to section 362 of the
Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury and any
other defenses set forth in section 558 of the Bankruptcy Code; (e) any Avoidance Actions; and
(f) any cause of action listed on the Schedule of Retained Causes of Action.
23. “CCAA Proceedings” means the proceedings commenced by LightSquared LP,
in its capacity as foreign representative of the Debtors pursuant to Part IV of the Companies’
Creditors Arrangement Act, R.S.C. 1985, c.C-36.
24. “Centerbridge” means Centerbridge Partners, L.P. on behalf of certain of its
affiliated funds.
25. “Certificate” means any instrument evidencing a Claim or an Equity Interest.
26. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor or
group of Debtors, the chapter 11 case or cases pending for that Debtor or group of Debtors under
chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to
all Debtors, the jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy
Court.
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27. “Claim” means any claim against a Debtor as defined in section 101(5) of the
Bankruptcy Code.
28. “Claims and Equity Interests Objection Bar Date” means the deadline for
objecting to a Claim or Equity Interest, which shall be on the date that is the later of (a) six (6)
months after the Effective Date and (b) such later period of limitation as may be specifically
fixed by an order of the Bankruptcy Court.
29. “Claims and Solicitation Agent” means Kurtzman Carson Consultants LLC, the
notice, claims, solicitation, and balloting agent retained by the Debtors in the Chapter 11 Cases.
30. “Claims Bar Date” means, with reference to a Claim, the date by which Proofs of
Claim must be or must have been Filed with respect to such Claim, as ordered by the Bankruptcy
Court pursuant to the Claims Bar Date Order or another Final Order of the Bankruptcy Court.
31. “Claims Bar Date Order” means the Order Pursuant to 11 U.S.C. § 502(b)(9)
and Fed. R. Bankr. P. 2002 and 3003(c)(3) Establishing Deadlines for Filing Proofs of Claim
and Procedures Relating Thereto and Approving Form and Manner of Notice Thereof [Docket
No. 266].
32. “Claims Register” means the official register of Claims maintained by the
Claims and Solicitation Agent.
33. “Class” means a category of Holders of Claims or Equity Interests as set forth in
Article III hereof pursuant to section 1122(a) of the Bankruptcy Code.
34. “Collateral” means any property or interest in property of the Estates subject to a
Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance or
otherwise invalid under the Bankruptcy Code or applicable non-bankruptcy law.
35. “Confirmation” means the entry of the Confirmation Order on the docket of the
Chapter 11 Cases.
36. “Confirmation Date” means the date upon which the Bankruptcy Court enters
the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of
Bankruptcy Rules 5003 and 9021.
37. “Confirmation Hearing” means the hearing held by the Bankruptcy Court on the
Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may
be continued from time to time.
38. “Confirmation Hearing Date” means the date of the commencement of the
Confirmation Hearing.
39. “Confirmation Order” means the order of the Bankruptcy Court confirming the
Plan pursuant to section 1129 of the Bankruptcy Code, and granting other related relief, in form
and substance satisfactory to each of the New Investors, the Debtors, and MAST (solely with
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53. “DIP Inc. Credit Agreement” means that certain Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement, dated as of July 19, 2012 (as amended, supplemented,
restated, or otherwise modified from time to time in accordance with the terms thereof), among
the DIP Inc. Obligors, the DIP Inc. Agent, and the DIP Inc. Lenders.
54. “DIP Inc. Facility” means that certain debtor in possession credit facility
provided in connection with the DIP Inc. Credit Agreement and DIP Inc. Order.
55. “DIP Inc. Fee Claims” means all Claims for the reasonable, actual documented
fees and expenses of the DIP Inc. Lenders and the DIP Inc. Agent, including, but not limited to,
the fees and expenses of financial advisors and counsel, in each case to the extent payable
pursuant to the DIP Inc. Order.
56. “DIP Inc. Guarantors” means LightSquared Inc., One Dot Four Corp., and One
Dot Six TVCC Corp., as guarantors under the DIP Inc. Credit Agreement.
57. “DIP Inc. Lenders” means the lenders party to the DIP Inc. Credit Agreement
from time to time.
58. “DIP Inc. Obligors” means the DIP Inc. Borrower and the DIP Inc. Guarantors.
59. “DIP Inc. Order” means the Final Order, Pursuant to 11 U.S.C. §§ 105, 361,
362, 363, 364, and 507, (A) Authorizing Inc. Obligors To Obtain Postpetition Financing, (B)
Granting Liens and Providing Superpriority Administrative Expense Status, (C) Granting
Adequate Protection, and (D) Modifying Automatic Stay [Docket No. 224] (as amended,
supplemented, or modified from time to time in accordance with the terms thereof).
60. “DIP Lenders” means the DIP Inc. Lenders, the DIP LP Lenders, and the New
DIP Lenders.
61. “DIP LP Borrower” means LightSquared LP, as borrower under the DIP LP
Facility.
62. “DIP LP Claim” means a Claim held by the DIP LP Lenders arising under or
related to the DIP LP Facility, including, without limitation, all principal, interest, default
interest, and fees provided for thereunder.
63. “DIP LP Facility” means that certain debtor in possession credit facility provided
in connection with the DIP LP Order and related documents.
64. “DIP LP Lenders” means the lenders under the DIP LP Facility from time to
time.
65. “DIP LP Order” means the Final Order (A) Authorizing LP DIP Obligors To
Obtain Seventh Replacement Superpriority Senior Secured Priming Postpetition Financing, (B)
Granting Superpriority Liens and Providing Superpriority Administrative Expense Status, (C)
Granting Adequate Protection, and (D) Modifying Automatic Stay [Docket No. 1927] (as
amended, supplemented, or modified from time to time in accordance with the terms thereof).
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95. “File,” “Filed,” or “Filing” means file, filed, or filing with (i) the Bankruptcy
Court or its authorized designee in the Chapter 11 Cases or (ii) the Canadian Court, as
applicable.
96. “Final Order” means, as applicable, an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction (including the Canadian Court) with respect to the
relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to
which the time to appeal or seek certiorari or leave to appeal has expired and no appeal or
petition for certiorari or motion for leave to appeal has been timely taken, or as to which any
appeal that has been taken or any petition for certiorari or motion for leave to appeal that has
been or may be Filed has been resolved by the highest court to which the order or judgment was
appealed or from which certiorari or leave to appeal was sought; provided, that the possibility
that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under
the Bankruptcy Rules or under the Ontario Rules of Civil Procedure, may be Filed relating to
such order shall not prevent such order from being a Final Order; provided, further, that the New
Investors (upon the consent of each New Investor and the Debtors) reserve the right to waive any
appeal period.
97. “First Day Pleadings” means those certain pleadings Filed by the Debtors on or
around the Petition Date.
98. “Fortress” means Fortress Credit Opportunities Advisors LLC, on behalf of
certain funds and/or accounts managed by it and its affiliates.
99. “Fortress/Centerbridge Acquired DIP Inc. Claims” means DIP Inc. Claims
purchased for Cash by Fortress and Centerbridge from the DIP Inc. Claims Sellers on the Inc.
Facilities Claims Purchase Closing Date pursuant to, and subject to the terms and conditions of,
the Fortress/Centerbridge DIP Inc. Claims Purchase Agreement.
100. “Fortress/Centerbridge DIP Inc. Claims Purchase Agreement” means that
certain purchase agreement to be entered into between Fortress, Centerbridge, and the DIP Inc.
Claims Sellers on terms mutually acceptable to the parties thereto, pursuant to which Fortress
and Centerbridge shall agree to backstop the purchase from the DIP Inc. Claims Sellers of up to
$89,500,175.01 of DIP Inc. Claims.
101. “General Disclosure Statement” means the First Amended General Disclosure
Statement [Docket No. 918].
102. “General Unsecured Claim” means any Claim against any of the Debtors that is
not one of the following Claims: (a) Administrative Claim; (b) Priority Tax Claim; (c) DIP
Claim; (d) Other Priority Claim; (e) Other Secured Claim; (f) Prepetition Inc. Facility Claim; (g)
Prepetition LP Facility Non-SPSO Claim; (h) Prepetition LP Facility SPSO Claim; (i) Prepetition
LP Facility Non-SPSO Guaranty Claim; (j) Prepetition LP Facility SPSO Guaranty Claim; or (i)
Intercompany Claim.
103. “Governmental Unit” has the meaning set forth in section 101(27) of the
Bankruptcy Code.
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116. “Industry Canada” means the Canadian Federal Department of Industry, or any
successor or any department or agency thereof, administering the Radiocommunication Act,
R.S.C., 1985, c. R-2, among other statutes, including its staff acting under delegated authority,
and includes the Minister of Industry (Canada) and the Commissioner of Competition (Canada).
117. “Intercompany Claim” means any Claim against a Debtor held by another
Debtor or a non-Debtor Affiliate.
118. “Intercompany Contract” means any agreement, contract, or lease, all parties to
which are Debtors.
119. “Intercompany Interest” means any Equity Interest in a Debtor held by another
Debtor, including the Existing LP Common Units.
120. “Interim Compensation Order” means the Order Authorizing and Establishing
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals
[Docket No. 122], as may have been modified by a Bankruptcy Court order approving the
retention of the Professionals.
121. “JPM Acquired DIP Inc. Claims” means DIP Inc. Claims in the amount of
$41,000,000 purchased for Cash by SIG from the DIP Inc. Claims Sellers on the Inc. Facilities
Claims Purchase Closing Date pursuant to, and subject to the terms and conditions of, the JPM
Inc. Facilities Claims Purchase Agreement.
122. “JPM Inc. Facilities Claims Purchase Agreement” means that certain purchase
agreement to be entered into between SIG, the DIP Inc. Claims Sellers, and the Prepetition Inc.
Facility Claims Sellers on terms mutually acceptable to the parties thereto, pursuant to which
SIG shall purchase (a) from the Prepetition Inc. Facility Claims Sellers the Acquired Inc. Facility
Claims in exchange for the Acquired Inc. Facility Claims Purchase Price and (b) from the DIP
Inc. Claims Sellers the JPM Acquired DIP Inc. Claims in exchange for $41,000,000.
123. “JPM Investment Parties” means SIG, together with any affiliates (but, with
respect to such affiliates, solely with respect to the Credit Trading Group and the Credit Trading
Group’s position in any Claims and/or Equity Interests held through such affiliates, and subject
to the terms of the Plan Support Agreement) of SIG that become party to the Plan Support
Agreement after the date such Plan Support Agreement becomes effective.
124. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1-4001.
125. “KEIP Payments” means any and all amounts payable under (a) the Debtors’ key
employee incentive plan approved by the Bankruptcy Court pursuant to the Order Approving
LightSquared’s Key Employee Incentive Plan [Docket No. 394] or (b) any amended,
supplemented, or other employee incentive plan of the Debtors approved pursuant to an order of
the Bankruptcy Court.
126. “LBAC Break-Up Fee” has the meaning set forth in the Bid Procedures Order.
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127. “License Modification Application” means, collectively, those certain
applications filed by certain of the Debtors with the FCC on or about September 28, 2012,
seeking to modify various of their spectrum licenses to (a) authorize their use of the 1675 – 1680
MHz spectrum band on a shared basis with certain government users, including the National
Oceanic and Atmospheric Administration, (b) permit them to conduct terrestrial operations
“pairing” the 1670-1680 MHz downlink band with two (2) 10 MHz L-band uplink channels in
which they currently are authorized to operate, and (c) permanently relinquish their right to use
the upper 10 MHz of L-band downlink spectrum for terrestrial purposes (that portion of the
spectrum closest to the band designated for Global Positioning System devices).
128. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.
129. “LP Cash Collateral Order” means the Amended Agreed Final Order (a)
Authorizing Debtors To Use Cash Collateral, (b) Granting Adequate Protection to Prepetition
Secured Parties, and (c) Modifying Automatic Stay [Docket No. 544] (as amended,
supplemented, restated, or otherwise modified from time to time in accordance with the terms
thereof).
130. “LP Debtors” means, collectively, LightSquared LP, ATC Technologies, LLC,
LightSquared Corp., LightSquared Finance Co., LightSquared Network LLC, LightSquared Inc.
of Virginia, LightSquared Subsidiary LLC, SkyTerra Holdings (Canada) Inc., SkyTerra (Canada)
Inc., Lightsquared Bermuda Ltd., and LightSquared GP Inc.
131. “LP Facility Postpetition Interest” means all interest owed pursuant to the
Prepetition LP Credit Agreement from and after the Petition Date less the amount of adequate
protection payments made by LightSquared LP during the Chapter 11 Cases pursuant to the LP
Cash Collateral Order (exclusive of Professional Fees (as defined in the LP Cash Collateral
Order) paid in accordance with the LP Cash Collateral Order).
132. “LP Facility Prepetition Interest” means all interest owed pursuant to the
Prepetition LP Loan Documents prior to the Petition Date.
133. “LP Facility Repayment Premium” means the repayment premium due and
owing pursuant to Section 2.10(f) of the Prepetition LP Credit Agreement.
134. “LP General Unsecured Claim” means any General Unsecured Claim asserted
against an LP Debtor.
135. “LP Group” means that certain ad hoc group of Prepetition LP Lenders,
comprised of holders, advisors or affiliates of advisors to holders, or managers of various
accounts with investment authority, contractual authority, or voting authority, of the loans under
the Prepetition LP Credit Agreement, which, for the avoidance of doubt, shall exclude SPSO.
136. “LP Group Advisors” means White & Case LLP, as counsel to the LP Group,
Bennett Jones LLP, as Canadian counsel to the LP Group, and Blackstone Advisory Partners
L.P., as financial advisor to the LP Group.
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267. “Second Lien Exit Credit Agreement” means that certain credit agreement,
dated as of the Effective Date (as amended, supplemented, restated, or otherwise modified from
time to time in accordance with the terms thereof), among the New LightSquared Obligors, the
Second Lien Exit Agent, and the Second Lien Exit Term Lenders, in form and substance
satisfactory to each of the New Investors and the Debtors.
268. “Second Lien Exit Facility” means that certain second lien term loan facility
provided in connection with the Second Lien Exit Credit Agreement in the original aggregate
principal amount of (a) the Prepetition LP Facility Claims as of the Effective Date, plus (b) any
commitment fees paid pursuant to the Second Lien Exit Facility Commitment Letter in the form
of Second Lien Exit Term Loans.
269. “Second Lien Exit Facility Commitment Letter” means that certain
commitment letter by and among certain of the Second Lien Exit Term Lenders and the Debtors
pursuant to which such Second Lien Exit Term Lenders have committed to fund to New
LightSquared, on the Effective Date, Cash in an amount equal to the Prepetition LP Facility
SPSO Claims as of the Effective Date.
270. “Second Lien Exit Term Lenders” means the lenders under the Second Lien
Exit Facility that are party to the Second Lien Exit Credit Agreement from time to time.
271. “Second Lien Exit Term Loans” means the term loans to be made under the
Second Lien Exit Facility.
272. “Secured” means, when referring to a Claim, (a) secured by a Lien on property in
which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to
applicable law or by reason of a Bankruptcy Court order, or that is subject to a valid right of
setoff pursuant to section 553 of the Bankruptcy Code as determined pursuant to section 506(a)
of the Bankruptcy Code, or (b) Allowed pursuant to the Plan as a Secured Claim.
273. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, as
now in effect and hereafter amended, or any similar federal, state, or local law.
274. “Securities Exchange Act” means the Securities Exchange Act of 1934, 15
U.S.C. §§ 78a–78nn, as now in effect and hereafter amended, or any similar federal, state, or
local law.
275. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.
276. “SIG” means SIG Holdings, Inc. and/or one or more of its designated affiliates.
277. “Special Committee” means the special committee of the boards of directors of
LightSquared Inc. and LightSquared GP Inc.
278. “Specific Disclosure Statement” means the Second Amended Specific Disclosure
Statement for the Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code
[Docket No. 2035].
29](https://fcc.report/doc/ELS_160916/page/66.png)
![12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits
Pg 36 of 114
279. “Spectrum Allocation Petition for Rulemaking” has the meaning set forth in
the Disclosure Statement.
280. “SPSO” means SP Special Opportunities, LLC.
281. “SPSO Affiliate” means (a) Charles W. Ergen, Candy Ergen, and L-Band
Acquisition, LLC and their successors and any member of a Group (as defined under Regulation
13D under the Securities Exchange Act of 1934, as amended) of which SPSO, Charles W. Ergen,
Candy Ergen, and L-Band Acquisition, LLC or their successors are a member, and (b) any other
Entity or Group directly or indirectly controlling, controlled by, or under common control with,
SPSO, Charles W. Ergen, Candy Ergen, and/or L-Band Acquisition, LLC or their successors or
any member of any Group of which SPSO, Charles W. Ergen, Candy Ergen, and/or L-Band
Acquisition, LLC or their successors is a member; provided, that, for the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any Entity, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Entity, whether through the ownership of voting securities, by agreement or
otherwise; provided, further, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) as used with respect to any Entity shall also
include (u) any Entity that directly or indirectly owns, or in which such Entity directly or
indirectly owns more than ten percent (10%) of any class of capital stock or other equity interest
of such Entity, (v) in the case of a corporation, any officer or director of such corporation, (w) in
the case of a partnership, any general partner of such partnership, (x) in the case of a trust, any
trustee or beneficiary of such trust, (y) any spouse, parent, sibling, or child or lineal descendant
of any individual described in clauses (u) through (x) above, and (z) any trust for the benefit of
any individual described in clauses (u) through (y) above. For the avoidance of doubt, it is
understood that DISH Network Corporation, EchoStar Corporation, and any other Entity directly
or indirectly controlling, controlled by, or under common control with, DISH Network
Corporation or EchoStar Corporation are currently SPSO Affiliates.
282. “SPSO Parties” means SPSO or any SPSO Affiliate.
283. “Stalking Horse Agreement” has the meaning set forth in the Bid Procedures
Order.
284. “Standing Motion” means that certain Motion of the Ad Hoc Secured Group of
LightSquared LP Lenders for Entry of an Order Granting Leave, Standing and Authority To
Commence, Prosecute and/or Settle Certain Claims of the Debtors’ Estates [Docket No. 323].
285. “Standing Motion Stipulation” means the Stipulation and Order Resolving the
Motion of the Ad Hoc Secured Group of LightSquared LP Lenders for Entry of an Order
Granting Leave, Standing and Authority To Commence, Prosecute and/or Settle Certain Claims
of the Debtors’ Estates [Docket No. 323] Solely with Respect to the Prepetition Inc. Facility
Non-Subordinated Claims [Docket No. 2054].
286. “Standing Motion Stipulation Order” means an order of the Bankruptcy Court
approving the Standing Motion Stipulation.
30](https://fcc.report/doc/ELS_160916/page/67.png)
![12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits
Pg 104 of 114
New York, New York
Dated: March 26, 2015
LIGHTSQUARED INC.,
LIGHTSQUARED LP, AND THE OTHER
DEBTORS IN THE CHAPTER 11 CASES
/s/ Douglas Smith
Douglas Smith
Chief Executive Officer, President, and
Chairman of the Board of LightSquared Inc.
[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]](https://fcc.report/doc/ELS_160916/page/135.png)
![12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits
Pg 105 of 114
New York, New York
Dated: March 26, 2015
CENTERBRIDGE PARTNERS, L.P., ON
BEHALF OF CERTAIN OF ITS AFFILIATED
FUNDS
By: /s/ Jared S. Hendricks
Name: Jared S. Hendricks
Title: Authorized Signatory
[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]](https://fcc.report/doc/ELS_160916/page/136.png)
![12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits
Pg 106 of 114
New York, New York
Dated: March 26, 2015
FORTRESS CREDIT OPPORTUNITIES
ADVISORS LLC, ON BEHALF OF CERTAIN
FUNDS AND/OR ACCOUNTS MANAGED BY
IT AND ITS AFFILIATES
By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
Title: President
[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]](https://fcc.report/doc/ELS_160916/page/137.png)
![12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits
Pg 107 of 114
New York, New York
Dated: March 26, 2015
HARBINGER CAPITAL PARTNERS LLC
By: /s/ Philip A. Falcone
Name: Philip A. Falcone
Title: Chief Executive Officer
HGW HOLDING COMPANY, L.P.
By: /s/ Philip A. Falcone
Name: Philip A. Falcone
Title: Chief Executive Officer
BLUE LINE DZM CORP.
By: /s/ Keith M. Hladek
Name: Keith M. Hladek
Title: Authorized Signatory
HCP SP INC.
By: /s/ Philip A. Falcone
Name: Philip A. Falcone
Title: President
[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]](https://fcc.report/doc/ELS_160916/page/138.png)
![12-12080-scc Doc 2276-1
Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits
Pg 109 of 114
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
LIGHTSQUARED INC., et al., ) Case No. 12-12080 (SCC)
)
Debtors. 1 ) Jointly Administered
)
ELECTION FORM FOR EXISTING LP PREFERRED UNITS (CLASS 11)
You are receiving this election form (the “Election Form”) because you are a holder of
Existing LP Preferred Units as described in the Modified Second Amended Joint Plan Pursuant to
Chapter 11 of Bankruptcy Code, dated March 26, 2015 [Docket No. 2265] (as amended,
supplemented, or modified from time in accordance with the terms thereof, the “Plan”).
Please read and follow the enclosed instructions carefully before completing the Election
Form. If you have any questions about the contents of the Election Form or the related
instructions, please contact counsel to LightSquared, Milbank, Tweed, Hadley & McCloy LLP,
One Chase Manhattan Plaza, New York, NY 10005-1413, Attn: Matthew S. Barr, Esq., Steven
Z. Szanzer, Esq., and Karen Gartenberg, Esq. at (212) 530-5000. Capitalized terms used in this
Election Form or the related instructions but not otherwise defined herein have the meanings
given to them in the Plan.
PLAN DISTRIBUTION
Pursuant to the Plan, each holder of Existing LP Preferred Units has the option to receive,
on account of its Existing LP Preferred Units, Plan Consideration in the form of either (1) New
LightSquared Series A-2 Preferred Interests having a liquidation preference equal to such
holder’s pro rata share of the Existing LP Preferred Units Distribution Amount or (2) New
LightSquared Series C Preferred Interests having a liquidation preference equal to such holder’s
pro rata share of the Existing LP Preferred Units Distribution Amount. Any holder of Existing
LP Preferred Units that wishes to receive New LightSquared Series A-2 Preferred Interests rather
than New LightSquared Series C Preferred Interests must timely make the election to do so (the
“Election”). If you do not timely make the Election, you will receive New LightSquared
Series C Preferred Interests having a liquidation preference equal to your pro rata share of
the Existing LP Preferred Units Distribution Amount.
1
The debtors in these Chapter 11 Cases (collectively, “LightSquared” or the “Debtors”), along with the last
four digits of each Debtor’s federal or foreign tax or registration identification number, are: LightSquared Inc.
(8845), LightSquared Investors Holdings Inc. (0984), One Dot Four Corp. (8806), One Dot Six Corp. (8763),
SkyTerra Rollup LLC (N/A), SkyTerra Rollup Sub LLC (N/A), SkyTerra Investors LLC (N/A), TMI
Communications Delaware, Limited Partnership (4456), LightSquared GP Inc. (6190), LightSquared LP (3801),
ATC Technologies, LLC (3432), LightSquared Corp. (1361), LightSquared Finance Co. (6962), LightSquared
Network LLC (1750), LightSquared Inc. of Virginia (9725), LightSquared Subsidiary LLC (9821), Lightsquared
Bermuda Ltd. (7247), SkyTerra Holdings (Canada) Inc. (0631), SkyTerra (Canada) Inc. (0629), and One Dot Six
TVCC Corp. (0040). The location of the Debtors’ corporate headquarters is 10802 Parkridge Boulevard, Reston,
VA 20191.](https://fcc.report/doc/ELS_160916/page/140.png)
Document Created: 2015-04-06 17:50:38
Document Modified: 2015-04-06 17:50:38
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