By Sheri Kasprzak
Atlanta, April 18 - Motient Corp. said it has raised $408.5 million in a private placement of series A cumulative convertible preferred stock.
The company sold 408,500 preferred shares at $1,000 each.
The preferreds are convertible into common shares at $33.33 each and pay dividends of 5.25% annually in cash. After two years, Motient has the option to pay the dividend in stock at 6.25%. The company was required to put $42.8925 million in escrow to cover the first two years' dividend payments.
Each preferred has a term of five years and a liquidation preference of $1,000 each.
Motient may force conversion if it is acquired before maturity or if the company issues more than $250 million in senior securities. Under those conditions, Motient must offer to redeem the preferreds at an 8% premium.
Motient, based in Lincolnshire, Ill., provides wireless data technologies to corporations. The proceeds will be used to acquire newly issued common stock of TerreStar Networks Inc., a subsidiary of Mobile Satellite Ventures. The remainder will be used for general corporate purposes.
| Issuer: | Motient Corp.
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| Issue: | Series A cumulative convertible preferred stock
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| Amount: | $408.5 million
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| Shares: | 408,500
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| Maturity: | April 15, 2010
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| Price: | $1,000
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| Dividends: | 5.25% annually in cash; at company's option at 6.25% in stock, after two years
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| Conversion price: | $33.33
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| Call: | May force conversion if company is acquired before maturity or if it issues more than $250 million in senior securities. Must offer to redeem preferreds at 8% premium under those conditions.
|
| Warrants: | No
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| Investors: | Glenview Capital Partners LP; Glenview Institutional Partners LP; Glenview Capital Master Fund Ltd.; GCM Little Arbor Institutional Partners LP; GCM Little Arbor Master Fund Ltd.; OZ Master Fund Ltd.; Fleet Maritime Inc.; Highland Equity Focus Fund LP; Highland Crusader Offshore Partners LP; Highland Capital Management Services Inc.; Highland Capital Management LP; Greywolf Capital Partners II LP; Greywolf Capital Overseas Fund; York Capital Management LP; York Select, LP; York Investment Ltd.; York Select Unit Trust; York Credit Opportunities Fund, LP; York Global Value Partners LP; York/Green Capital Partners LP; Rockbay Capital Institutional Fund LLC; Rockbay Capital Offshore Fund Ltd.; LC Capital Master Fund Ltd.; Strome Offshore Ltd.; Strome Alpha Fund LP; Millennium Partners LP; Goldman Sachs & Co.; Jana Master Fund Ltd.; Lyxor/Jana Partners; Ore Hill Hub Fund Ltd.; Portfolio Logic LLC; Eton Park Fund LP; Eton Park Master Fund Ltd.; Loeb Partners Corp.; Long Meadow Holdings LP; Starfield Offshore Leveraged Assets Ltd.; Harbert Distressed Investment Master Fund Ltd.; and Alpha US Sub Fund VI LLC
|
| Settlement date: | April 15
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| Stock price: | $25.00 at close April 15
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