Mobile Satellite Ventures (“MSV”) and SkyTerra Communications, Inc. (“SkyTerra”) announced today that they have entered into a definitive agreement wherein they plan to sell to Harbinger Capital Partners Master Fund I, Ltd, and Harbinger Capital Partners Special Situations Fund, LP (together, “Harbinger”), $150 million of MSV’s Senior Unsecured Notes due 2013 (“Notes”) and Warrants. This action will be to purchase 7.5 percent of SkyTerra’s Common Stock on a fully diluted basis, with an exercise price of $10.00 per share, for an aggregate purchase price of $150 million. The Notes will bear interest at a rate of 16.5 percent per annum, payable in cash or in-kind, at MSV’s option until December 15, 2011, and thereafter payable in cash. The Notes will mature on May 1, 2013. The Notes will have subsidiary guarantees and covenants similar to those contained in MSV’s existing 14 percent Senior Secured Discount Notes due 2013.
MSV and SkyTerra intend to use the net proceeds from the financing for working capital and general corporate purposes. The transaction is expected to close on January 4, 2008 and is subject to customary closing conditions. Neither the Notes, the Warrants, nor the SkyTerra Common Stock issuable upon exercise of the Warrants have been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. Harbinger also has the right of first negotiation to discuss the purchase of additional equity securities from the Company prior to the Company’s negotiation with a third party. Should the Company and Harbinger not agree on the terms for such a transaction, Harbinger has the right to maintain its percentage ownership interest through pro rata purchases of shares in issuances to third parties. Such right expires once Harbinger and their affiliates beneficially own less than five percent (5 percent) of the outstanding Common Stock or, if earlier, on December 31, 2011. Further information regarding the financing is included in SkyTerra’s Form on 8-K to be filed with the U.S. Securities and Exchange Commission—San Francisco, California


