Item 1.01 Entry into a Material Definitive Agreement
Amendment No. 1 to Transaction Agreement
On June 24, 2021, pursuant to Section 12.8 of the Transaction Agreement (defined
below), Loral Space & Communications Inc. ("Loral"), with the approval of the
special committee of the board of directors of Loral, entered into Amendment No.
1 to the Integration Agreement ("Amendment No. 1") with the parties thereto,
that replaced all references to Colin Watson in the Transaction Agreement and
Plan of Merger (as it may be amended from time to time, the "Transaction
Agreement"), dated as of November 23, 2020, by and among Telesat Canada
("Telesat"), Telesat Corporation ("Telesat Corporation"), Telesat Partnership LP
("Telesat Partnership"), Telesat CanHoldco Corporation, Loral, Lion Combination
Sub Corporation, Public Sector Pension Investment Board ("PSP Investments"), Red
Isle Private Investments Inc. and certain funds managed by MHR Fund Management
LLC, with references to Clare Copeland, the transferee of the Transit Director
Voting Preferred Shares (as defined in the Transaction Agreement) formerly held
by the estate of Colin Watson.
The foregoing description of Amendment No. 1 is not complete and is qualified in
its entirety by reference to Amendment No. 1, which is filed as Exhibit 2.1
hereto and is incorporated herein by reference.
Voting Director Contribution Agreement Amendment
On June 24, 2021, Clare Copeland and the other parties thereto entered into a
joinder and amendment to the contribution and exchange agreement pursuant to
which Clare Copeland became a party to the Voting Director Contribution
Agreement.
Transaction Agreement Consent
On June 24, 2021, pursuant to Section 12.8 of the Transaction Agreement, Loral
(with the approval of the special committee of the board of directors of Loral)
and PSP Investments entered into a consent letter agreement (the "Consent Letter
Agreement") with and at the request of Telesat granting a limited waiver of
Telesat Corporation's obligations under Section 8.8(b) of the Transaction
Agreement such that (a) Telesat Corporation or any of its subsidiaries may
propose the issuance or sale of shares of capital stock or other equity
interests of Telesat Corporation or any of its subsidiaries in connection with
any private investment the purpose of which is to finance Telesat Lightspeed and
(b) Telesat Corporation may privately propose the issuance or sale of shares of
capital stock or other equity interests of Telesat Corporation in connection
with an underwritten public offering to potential underwriters, applicable
regulators and to Loral and PSP Investments, and may furnish a registration
statement on Form F-1 and amendments thereto on a confidential basis to the
Securities and Exchange Commission ("SEC") and deliver corresponding documents
to applicable Canadian securities regulators in connection with an underwritten
offering of securities; provided that Telesat Corporation does not publicly file
such registration statement or publicly announce its intention to conduct such
offering (except to generally disclose its intention to conduct such an offering
pursuant to disclosure to be included in Telesat Corporation's and Telesat
Partnership's registration statement on Form F-4 filed with the SEC and
reasonably acceptable to Loral and PSP Investments); provided, in each case,
that such consent does not extend to the authorization or issuance of such
shares of capital stock or other equity interests.
The foregoing description of the Consent Letter Agreement is not complete and is
qualified in its entirety by reference to the Consent Letter Agreement, which is
filed as Exhibit 2.2 hereto and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Amendment No. 1 to Integration Agreement, dated as of June 24, 2021, by
and among Telesat Canada, Telesat Corporation, Telesat Partnership LP,
Telesat CanHoldco Corporation, Loral Space & Communications Inc., Lion
Combination Sub Corporation, Public Sector Pension Investment Board, Red
Isle Private Investments Inc. and certain funds managed by MHR Fund
Management LLC (incorporated by reference from Annex S of the
registration statement on Form F-4/A filed by Telesat Corporation and
Telesat Partnership on June 24, 2021)
2.2 Consent Letter Agreement, dated as of June 24, 2021, by and among Loral
Space & Communications Inc., Public Sector Pension Investment Board and
Telesat Canada (incorporated by reference from Annex U of the
registration statement on Form F-4/A filed by Telesat Corporation and
Telesat Partnership on June 24, 2021)
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. When used in this report, the
words "believes," "expects," "plans," "may," "will," "would," "could," "should,"
"anticipates," "estimates," "project," "intend" or "outlook" or other variations
of these words or other similar expressions are intended to identify
forward-looking statements and information. In addition, Loral or its
representatives have made or may make forward-looking statements, orally or in
writing, which may be included in, but are not limited to, various filings made
from time to time with the SEC, and press releases or oral statements made with
the approval of an authorized executive officer of Loral. Actual results may
differ materially from anticipated results as a result of certain risks and
uncertainties which are described as "Risk Factors" in Loral's current Annual
Report on Form 10-K and in Loral's Quarterly Reports on Form 10-Q. The reader is
specifically referred to these documents, as well as Loral's other filings with
the SEC. Risks and uncertainties include but are not limited to (1) risks
associated with financial factors, including swings in the global financial
markets, increases in interest rates and access to capital; (2) risks associated
with satellite services, including dependence on large customers, launch delays
and failures, in-orbit failures and competition; (3) risks and uncertainties
associated with Telesat Lightspeed, including overcoming technological
challenges, access to spectrum and markets, governmental restrictions or
regulations to address environmental concerns, raising sufficient capital to
design and implement the system and competition from other low earth orbit
systems; (4) regulatory risks, such as the effect of industry and government
regulations that affect Telesat; (5) risks related to the satisfaction of the
conditions to closing the previously disclosed integration transaction (the
"Integration Transaction") contemplated by the Transaction Agreement with PSP
Investments and Telesat in the anticipated timeframe or at all, including the
failure to obtain necessary regulatory and stockholder approvals; (6) risks
relating to the inability or failure to realize the anticipated benefits of the
Integration Transaction; (7) risks of disruption from the Integration
Transaction making it more difficult to maintain business and operational
relationships; (8) risks relating to the incurrence of significant transaction
costs and unknown liabilities, including litigation or regulatory actions
related to the Integration Transaction; and (9) other risks, including risks
relating to and resulting from the COVID-19 pandemic. The foregoing list of
important factors is not exclusive. Furthermore, each of Telesat and Loral
operate in an industry sector where securities values may be volatile and may be
influenced by economic and other factors beyond Telesat's or Loral's control.
Additional Information and Where to Find It
This report does not constitute an offer to sell or the solicitation of an offer
to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
Integration Transaction, Telesat Corporation and Telesat Partnership have filed
with the SEC a registration statement on Form F-4 that includes a preliminary
proxy statement/prospectus of Loral. When declared effective, Loral will file
with the SEC and mail a definitive proxy statement/prospectus to Loral
stockholders in connection with the special meeting of Loral stockholders to
consider and approve the Integration Transaction. The proxy statement/prospectus
will also be filed with the applicable Canadian securities regulators. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT LORAL, TELESAT, TELESAT CORPORATION, TELESAT
PARTNERHSIP AND THE INTEGRATION TRANSACTION. Investors and security holders are
able to obtain these materials and other documents filed with the SEC and the
Canadian securities regulators free of charge at the SEC's website, www.sec.gov
and at the System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com. In addition, a copy of the proxy statement/prospectus (when it
becomes available) may be obtained free of charge from Telesat's internet
website for investors www.telesat.com/investor-relations, or from Loral's
investor relations website at www.loral.com/Investors. Investors and security
holders may also read and copy any reports, statements and other information
that Loral, Telesat, Telesat Corporation or Telesat Partnership files with the
SEC on the SEC's website at www.sec.gov.
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Participants in the Solicitation of Votes
Loral, Telesat, and their respective directors, executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Loral in respect of the
proposed Integration Transaction. Information regarding Telesat directors and
executive officers is available in its Form 20-F for the year ended December 31,
2020 filed by Telesat on SEDAR at www.sedar.com on March 4, 2021, and
information regarding Loral's directors and executive officers is available in
its Form 10-K for the year ended December 31, 2020 filed with the SEC on March
9, 2021 and in its proxy statement for Loral's annual meeting for 2020 filed
with the SEC on May 20, 2021. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with the SEC and
the Canadian securities regulators when they become available.
For more information regarding these and other risks and uncertainties that
Loral may face, see the section entitled "Risk Factors" in Loral's Form 10-K,
Form 10-Q and Form 8-K filings with the SEC and as otherwise enumerated herein
or therein.
For more information regarding these and other risks and uncertainties that
Telesat may face, see the section entitled "Risk Factors" in Telesat's Form 20-F
and Form 6-K filings with the SEC and as otherwise enumerated herein or therein.
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