TerreStar Announces Offering of Debt Securities.Motient Announces Conditional Call Conditional call Applies mainly to convertible securities. Circumstances under which a company can effect an earlier call, usually stated as percentage of a stock's trading price during a particular period, such as 140% of the exercise price during a 40-day trading span. on Senior Notes RESTON, Va. & LINCOLNSHIRE, Ill. -- TerreStar Networks TerreStar Networks is a Reston, VA-based company that operates integrated satellite and terrestrial telecommunications systems. It is a subsidiary of TerreStar Corporation. Inc. ("TerreStar"), a majority-owned subsidiary majority-owned subsidiary A firm in which more than 50% of outstanding voting stock is owned by the parent company. of Motient Corporation ("Motient") (MNCP), announced today that it intends to offer Senior Secured Discount Notes due 2015 for expected aggregate gross proceeds of $450.0 million. TerreStar intends to use approximately $72.0 million of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the offering to repay debt due to Motient and the remainder for working capital and general corporate purposes, including the buildout of TerreStar's integrated satellite and terrestrial network. Motient announced today a conditional call for its Senior Secured Notes due 2007 (the "Motient Senior Notes"). Motient will use cash on hand and the approximately $72.0 million of proceeds received from TerreStar to repay the Motient Senior Notes. The conditional call on the Motient Senior Notes is conditioned upon the closing of the offering of the TerreStar notes. TerreStar's private offering, which is subject to market and other customary conditions, will be made within the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. only to qualified institutional buyers pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act. This announcement is neither an offer to sell nor a solicitation of an offer to buy the new TerreStar notes. About TerreStar Networks Inc. TerreStar (www.terrestar.com), a majority-owned subsidiary of Motient Corporation (MNCP), plans to build, own and operate North America's first next-generation integrated mobile satellite and terrestrial communications network The transmission channels interconnecting all client and server stations as well as all supporting hardware and software. that will provide universal access and tailored applications throughout North America over conventional wireless devices. With a first-to-market launch strategy in 2008, TerreStar expects to offer customer-designed products and applications over a fully optimized 4G IP network. About Motient Corporation Motient is the controlling shareholder of TerreStar Networks Inc. and TerreStar Global Ltd., and a shareholder of SkyTerra Communications and Mobile Satellite Ventures Mobile Satellite Ventures (MSV) is a Reston, VA company that develops telecommunications systems that integrate satellite and terrestrial radio communication technologies into one system. LP. For additional information on Motient, please visit the company's website at www.motient.com. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and : This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the strategy of Motient, its plans, and the transactions described in this press release. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words and terms in connection with future results. We assume no obligation to update or supplement such forward-looking statements. |
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