IRIDIUM Closer To Going Public, Again (GHL, GHQ)

Iridium Holdings is one step closer to coming public.  The special purpose acquisition company sponsored by Greenhill & Co., Inc. (NYSE: GHL) has announced that the affiliate GHL Acquisition Corp. (NYSE: GHQ) has entered into agreements with certain holder of warrants that will hopefully be the last amended terms in the quest to bring the global satellite phone provider public.  Approximately 26.8 million warrants issued by GHL Acquisition, including 4 million warrants held by Greenhill, will be repurchased or restructured upon closing of its acquisition of Iridium Holdings LLC.

The warrants subject to these agreements and prior agreements represent approximately 69% of the 44.1 million GHL Acquisition warrants that would have been outstanding after the buyout of Iridium.

The goal here is to significantly reduce the number of fully diluted GHL Acquisition shares outstanding after the acquisition of Iridium is completed. This merger is still subject to FCC approval and subject to GHL Acquisition shareholder approval.

After today’s agreement and after prior agreements, Greenhill’s stake in GHL Acquisition after the merger will include approximately 6.9 million GHL Acquisition common shares received for founding GHL Acquisition and making an $8 million equity investment, approximately 1.9 million GHL Acquisition common shares resulting from conversion of its $22.9 million convertible note investment in Iridium, and 4 million GHL Acquisition warrants with an out-of-the-money strike prices.

More details about the shares and warrants on a post-merger basis can be seen in the company’s release.

GHL Acquisition expects that today’s agreement will be the last adjustment of valuation terms and other terms.  It currently expects that a shareholder vote on the Iridium buyout will take place in September 2009.  After this, Iridium will be a public satellite phone company… Again.

Jon C. Ogg
July 29, 2009

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