ICO Global Communications (Holdings) Limited (NASDAQ: ICOG)
(“ICO” or the “Company”) announced today that its Board of
Directors has approved a rights offering to its stockholders to
raise approximately $30 million through the issuance of new
Class A common stock and adopted a Tax Benefits Preservation
Plan in order to raise capital while preserving substantial
existing and potential tax losses.
“The actions taken by our Board are aimed at achieving two key
objectives. First, we have secured commitments for capital that we
believe should be adequate to fund our efforts for at least the
next two years. Second, we have structured the capital raise and
adopted a Tax Benefits Preservation Plan in a manner intended to
minimize inadvertent negative impacts on the preservation of our
substantial tax losses that could result from significant changes
in our stockholder base,” said ICO chairman and acting chief
executive officer Ben Wolff.
Rights Offering
In the rights offering, each holder of the Company’s
Class A common stock and Class B common stock as of 5:00 p.m.,
New York City time, on February 8, 2010, the record date for
the rights offering, will receive one non-transferrable
subscription right for each share of Class A common stock and
one non-transferrable subscription right for each share of Class B
common stock held by such holder. Each non-transferrable
subscription right will entitle the holder thereof to purchase
approximately 0.2057 of a share of the Company’s Class A
common stock at a subscription price of $0.70 per share.
The rights offering will be conducted via an existing effective
shelf registration statement. An aggregate of approximately
208,530,376 subscription rights will be distributed for the
purchase of up to approximately 42,870,000 shares of the Company’s
Class A common stock. The subscription rights are not
transferable and will be evidenced by subscription rights
certificates. The Company will mail rights offering materials,
including a prospectus supplement and a subscription rights
certificate, on or about February 17, 2010 to its stockholders
as of the record date. The rights may be exercised at any time
prior to 5:00 p.m., New York City time, on March 9, 2010, the
scheduled expiration of the rights offering.
Each of Eagle River Partners, LLC (“ERP”) , certain accounts
managed by Highland Capital Management, L.P. (collectively,
“Highland Capital”) and Harbinger Capital Partners Masters Fund I,
Ltd. (“Harbinger”), each an existing stockholder or an affiliate
thereof, has agreed to acquire from the Company, at the same
subscription price of $0.70 per share, any shares of Class A
common stock that are not purchased by the Company’s other
stockholders in the rights offering, subject to certain conditions.
The maximum commitment accepted by ERP, Highland Capital and
Harbinger is $17.25 million, $8.5 million and $4.25 million,
respectively. The Company arranged for these standby purchasers to
ensure that it will raise approximately $30 million from the rights
offering, subject to the closing of the standby purchase
transactions, to fund its ongoing operations. The securities to be
purchased by ERP, Highland Capital and Harbinger will be purchased
in a private placement with the shares subsequently registered for
resale.
The proceeds from the rights offering are currently expected to
be used for ongoing operational expenses. The Company also may use
a portion of the net proceeds to acquire or invest in complementary
businesses, products and technologies, as well as for capital
expenditures. Pending these uses, the Company expects to invest the
net proceeds in short-term, investment-grade securities. The
Company’s Board of Directors has the option to extend the period
for exercising the subscription rights pursuant to the rights
offering, and reserves the right to cancel the rights offering, or
to amend or modify the terms of the rights offering, at any time
for any reason.
Tax Benefits Preservation Plan
The Tax Benefits Preservation Plan (“Tax Benefits Plan”) adopted
by the Company’s Board of Directors is designed to preserve
stockholder value and the value of certain tax assets primarily
associated with net operating loss carryforwards (“NOLs”) under
Section 382 of the Internal Revenue Code (“Section 382”).
The Company has substantial existing and potential NOLs, and
under the Internal Revenue Code and the Treasury Regulations issued
thereunder, it may “carry forward” these losses in certain
circumstances to offset any current and future income and thus
reduce its federal income tax liability, subject to certain
restrictions. To the extent that the NOLs do not otherwise become
limited, the Company believes that it will be able to carry forward
a significant amount of NOLs, and therefore these NOLs could be a
substantial asset for the Company. However, the Company’s ability
to use its NOLs would be limited if there was an “ownership change”
under Section 382. This would occur if stockholders owning (or
deemed under Section 382 to own) 5% or more of the Company’s
securities increase their collective ownership of the aggregate
amount of the Company’s then-outstanding securities by more than 50
percentage points over a three-year period.
The Tax Benefits Plan was adopted to reduce the likelihood of an
unintended “ownership change” occurring under Section 382 in
an effort to help preserve the Company’s ability to utilize fully
its NOLs to reduce potential future federal income tax obligations.
However, the Tax Benefits Plan cannot provide certainty that an
“ownership change” will not occur or that the Company will be able
to utilize its tax benefits. The Tax Benefits Plan will terminate
if Section 382 (and any successor statute) is repealed and the
Company’s Board of Directors determines the Plan is no longer
necessary for the preservation of tax benefits.
In connection with the Tax Benefits Plan, the Company has
declared a dividend of one Class A Right for each outstanding
share of its Class A common stock and one Class B Right for
each outstanding share of its Class B common stock, to stockholders
of record at the close of business on February 8, 2010. Any
person or group that acquires beneficial ownership of 4.9% or more
of the Company’s then-outstanding securities (including interests
that would be treated as stock under Section 382) without the
approval of the Company’s Board of Directors (an “Acquiring
Person”) could be subjected to significant dilution of its
holdings. However, any person holding beneficial ownership of 4.9%
or more of the Company’s securities as of the close of business on
January 29, 2010 will not trigger the Tax Benefits Plan so
long as such person does not (i) acquire beneficial ownership
of additional securities constituting one-half of one percent
(0.5%) or more of the Company’s securities outstanding as of
January 29, 2010 (as adjusted to reflect any stock splits,
subdivisions and the like), or (ii) fall under 4.9% beneficial
ownership of the Company’s securities and then re-acquire
beneficial ownership of 4.9% or more of the Company’s securities.
The Board of Directors may exempt certain persons whose acquisition
of securities is determined by the Board to not jeopardize the
Company’s tax benefits or to otherwise be in the best interest of
the Company and its stockholders, and may also deem certain persons
not to be Acquiring Persons. The Board of Directors also may exempt
certain transactions. The rights offering described above is deemed
to be an exempt transaction under the Tax Benefits Plan.
The Tax Benefits Plan will continue in effect until
January 29, 2020, unless it is terminated or redeemed earlier
by the Board of Directors.
Additional information regarding the Tax Benefits Plan will be
contained in a Form 8-K and in a Registration Statement on Form 8-A
that the Company is filing with the Securities and Exchange
Commission.
About ICO
ICO Global Communications (Holdings) Limited is a
next-generation satellite communications company. ICO’s satellites
are capable of supporting voice and data services to mobile,
portable and fixed devices. ICO is based in Reston, Virginia and
Bellevue, Washington.
Safe Harbor
Statement
This press release contains forward-looking statements,
including but not limited to statements regarding the proceeds from
the rights offering being sufficient to fund ICO’s operations for
the next couple of years, ICO’s ability to preserve stockholder
value and the value of tax assets, ICO’s ability to utilize NOLs to
offset federal income tax obligations, the commencement and
completion of the rights offering, and the use of proceeds from the
rights offering. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “expect,”
“anticipate,” “plan,” “potential,” or “continue,” the negative of
such terms or other comparable terminology. The forward-looking
statements relate to future events or future financial performance
and involve risks and uncertainties that could cause actual results
to differ materially from ICO’s expected results. More information
about risks is contained in ICO’s most recent Annual Report on Form
10-K and its other filings with the U.S. Securities and Exchange
Commission. The forward-looking statements in this press release
speak as of the date hereof, and ICO undertakes no obligation to
revise or update any forward-looking statements for any reason.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sale of securities mentioned in this press release in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state. The rights offering will be made by means of a
prospectus supplement to the prospectus dated July 3, 2008 set
forth in the Company’s Registration Statement on Form S-3 (File
No. 333-152100).
For more information regarding the rights offering or to request
copies of the prospectus supplement relating to the rights offering
when it becomes available, you may contact BNY Mellon Shareowner
Services at (866) 289-2089. Copies of the prospectus
supplement, when available, will be available for viewing on the
website of the U.S. Securities and Exchange Commission located at
www.sec.gov.
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