November 24, 2020

Willkie represented Loral in the transaction.

On November 24, Willkie client Loral Space & Communications Inc. (NASDAQ:LORL) announced it entered into a definitive agreement with Public Sector Pension Investment Board (PSP Investments) and Telesat Canada (Telesat) to combine Loral and Telesat into a new Canadian public company (New Telesat).

Upon closing of the transaction, the stockholders in Loral, together with PSP Investments and certain current and former management shareholders of Telesat, will beneficially own all of the equity in New Telesat in approximately the same proportion as their current, indirect ownership in Telesat. Loral stockholders not affiliated with the funds managed by MHR Fund Management LLC (MHR Funds) will beneficially own 26.1% of the economic interests in New Telesat, with the MHR Funds, PSP Investments and management shareholders of Telesat beneficially owning the remaining 36.6%, 36.7% and 0.7%, respectively, of the economic interests in New Telesat. New Telesat shares will initially be listed on the Nasdaq Global Select Market, and New Telesat is also considering a listing for its shares on a Canadian stock exchange. New Telesat’s governance provisions will contain special features designed to maintain majority Canadian board and voting control. The transaction is expected to close in the second or third quarter of 2021.

Loral Space & Communications Inc. is a satellite communications company. Loral holds a 62.7% economic interest Telesat Canada, a global operator of telecommunications and direct broadcast satellites used to distribute video entertainment programming and broadband data and to provide access to Internet services and other value-added communications services. Telesat is also developing a global constellation of low earth orbit satellites.

One of the largest global satellite operators, Telesat offers critical connectivity solutions that tackle complex communications challenges for its customers.

The Willkie team was led by partner Maurice Lefkort, and included partner Jordan Messinger; and associates Amanda Burke, Hugh McLaughlin, Rebecca Wainstein, Christian Bonser and Jens Thomsen.