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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): September 24, 2007
Loral Space & Communications Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14180 87-0748324
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
600 Third Avenue
New York, New York 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 697-1105
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by Loral Space & Communications Inc. (the
"Company"), on August 7, 2007, the Company, Loral Skynet Corporation ("Skynet"),
a wholly-owned subsidiary of the Company, and 4363205 Canada Inc. ("Holdco"), a
Canadian entity that will be owned by subsidiaries of the Company and the Public
Sector Pension Investment Board, entered into an Asset Transfer Agreement (the
"Asset Transfer Agreement"), pursuant to which, among other things, Skynet
agreed to transfer substantially all of its assets to Holdco, and Holdco agreed
to assume the principal amount of Skynet's 14% Senior Secured Cash/PIK Notes due
2015 (the "Notes"), or up to $126,000,000 of principal amount of a loan incurred
to redeem the Notes, and substantially all of its liabilities relating to the
business conducted by Skynet with the transferred assets.
Also as previously reported by the Company, on September 4, 2007, Skynet
entered into a Loan and Security Agreement with Valley National Bank for the
purpose of making available to Skynet a loan (the "Redemption Loan") in the
principal amount of $141,050,000 to fund the redemption of the Notes. The Notes
were redeemed on September 5, 2007 with the proceeds of such Redemption Loan.
On September 24, 2007, Holdco, the Company and Skynet entered into
Amendment No. 1 to the Asset Transfer Agreement (the "Amendment"). The Amendment
provides for Holdco to assume the full principal amount of $141,050,000 under
the Redemption Loan, rather than up to $126,000,000. As was the case with
respect to the assumption of the principal amount of the Notes or up to
$126,000,000 of principal amount of a loan incurred to redeem the Notes, under
the Asset Transfer Agreement, such assumption by Holdco of the full principal
amount of $141,050,000 under the Redemption Loan will result in a corresponding
reduction of the agreed valuation of Skynet's transferred assets that is set
forth in the Asset Transfer Agreement.
The foregoing discussion of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is attached to this Form 8-K as
Exhibit 10.1, and is incorporated in this Item 1.01 by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
Number Description
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10.1 Amendment No. 1 to Asset Transfer Agreement, dated as of
September 24, 2007, by and among 4363205 Canada Inc.,
Loral Skynet Corporation and Loral Space & Communications
Inc.
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2
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.
Date: September 27, 2007 LORAL SPACE & COMMUNICATIONS
INC.
By: /s/ Janet T. Yeung
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Name: Janet T. Yeung
Title: Vice President, Deputy General
Counsel and Assistant Secretary
EXHIBIT INDEX
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Exhibit
Number Description
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10.1 Amendment No. 1 to Asset Transfer Agreement, dated as of
September 24, 2007, by and among 4363205 Canada Inc.,
Loral Skynet Corporation and Loral Space & Communications
Inc.
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