Harbinger's Holding SkyTerra Going Private ~ market folly

Thursday, September 24, 2009

Harbinger's Holding SkyTerra Going Private

Taken from SkyTerra's website, we see the announcement regarding Philip Falcone's hedge fund Harbinger Capital Partners and their underlying position in the name. The statement reads, "SkyTerra (OTCBB: SKYT) today announced that it has entered into a definitive merger agreement for SkyTerra to be acquired by a new corporation formed and indirectly wholly-owned by Harbinger Capital Partners Master Fund I, Ltd and Harbinger Capital Partners Special Situations Fund, L.P. Under the terms of the agreement, the new corporation will pay $5.00 in cash per share for each of SkyTerra's outstanding shares of common stock not held by Harbinger or its affiliates. The purchase price represents a premium of approximately 56% over the average closing price of SkyTerra’s common stock for the thirty days ended September 22, 2009, the last day before the announcement of the proposed transaction. Harbinger and its affiliates together hold approximately 48% of SkyTerra's outstanding voting common stock and approximately 49% of SkyTerra's voting and non-voting common stock combined.

The transaction is the culmination of a thorough evaluation of SkyTerra's strategic alternatives by a special committee of SkyTerra's Board of Directors composed solely of independent directors. The merger agreement has been approved by the special committee as well as the full Board of Directors of SkyTerra. The transaction is subject to approval by the holders of a majority of SkyTerra's outstanding voting common stock, and to regulatory approvals, including approval of the Federal Communications Commission, and other closing conditions. It is anticipated that the transaction will be consummated in late 2009 or early 2010.

Harbinger has agreed to vote its shares in favor of the merger. Since Harbinger has approximately 48% of the voting power of SkyTerra's voting common stock, approval of the merger by stockholders is virtually assured if Harbinger so votes in favor of the merger."

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