UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________________
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 29,
2009
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GHL
ACQUISITION CORP.
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(Exact
name of registrant
as
specified in charter)
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DELAWARE
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001-33963
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22-1344998
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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300
Park Avenue, 23
rd
Floor, New York, NY 10022
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
(212)
389-1500
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
Additional
Information and Where to Find It
Participants
in the Solicitation
Item 8.01
Other Event
Item
9.01 Financial Statements and Exhibits
INFORMATION
TO BE INCLUDED IN THIS REPORT
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
CURRENT REPORT ON FORM 8-K IS BEING MADE IN CONNECTION WITH THE PROPOSED
ACQUISITION (THE “ACQUISITION”) AND RELATED TRANSACTIONS INVOLVING GHL
ACQUISITION CORP. (“GHQ”) AND IRIDIUM HOLDINGS LLC (“IRIDIUM
HOLDINGS”). IN CONNECTION WITH THE ACQUISITION, GHQ FILED WITH THE
SECURITIES EXCHANGE COMMISSION (“SEC”) A PRELIMINARY PROXY STATEMENT AND INTENDS
TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO GHQ’S
STOCKHOLDERS. THE INFORMATION CONTAINED IN THIS COMMUNICATION IS NOT
COMPLETE AND MAY BE CHANGED. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, GHQ’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ
GHQ’S PRELIMINARY PROXY STATEMENT, AND WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH GHQ’S
SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE
ACQUISITION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT IRIDIUM HOLDINGS, GHQ AND THE PROPOSED
ACQUISITION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO GHQ
STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED
ACQUISITION. STOCKHOLDERS AND OTHER INTERESTED PERSONS WILL ALSO BE
ABLE TO OBTAIN A COPY OF THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY
STATEMENT, ONCE IT IS AVAILABLE, WITHOUT CHARGE, AT THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV OR BY DIRECTING A REQUEST TO: GHL ACQUISITION
CORP., 300 PARK AVENUE, 23RD FLOOR, NEW YORK, NEW YORK, TELEPHONE: (212)
389-1500.
PARTICIPANTS
IN THE SOLICITATION
GHQ AND
ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES TO GHQ’S STOCKHOLDERS IN CONNECTION WITH THE
ACQUISITION. A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND
A DESCRIPTION OF THEIR INTERESTS IN GHQ IS CONTAINED IN GHQ’S REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, AND GHQ’S PRELIMINARY PROXY
STATEMENT WHICH ARE FILED WITH THE SEC. GHQ’S STOCKHOLDERS MAY OBTAIN
ADDITIONAL INFORMATION ABOUT THE DIRECT AND INDIRECT INTERESTS OF THE
PARTICIPANTS IN THE ACQUISITION, BY SECURITY HOLDINGS OR OTHERWISE, BY READING
GHQ’S PROXY STATEMENT AND OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN
SUCH INFORMATION BECOMES AVAILABLE.
NOTHING
IN THIS COMMUNICATION SHOULD BE CONSTRUED AS, OR IS INTENDED TO BE, A
SOLICITATION FOR OR AN OFFER TO PROVIDE INVESTMENT ADVISORY
SERVICES.
Item
8.01 Other Event
On July
29, 2009, GHL Acquisition Corp. hosted a conference call at 2:00 p.m. Eastern
Time (ET) to discuss the previously disclosed agreements it has entered into
with certain of its warrant holders in privately negotiated transactions to
repurchase and/or restructure approximately 26.8 million of its warrants issued
in its initial public offering.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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99.1
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Script
of conference call held by GHQ on July 29,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GHL
Acquisition Corp.
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Date:
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July
29, 2009
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By:
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/s/
Scott L. Bok
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Name:
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Scott
L. Bok
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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EX-99.1
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Script
of conference call held by GHQ on July 29,
2009
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