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): August 17,
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):
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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 Events
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 Events
On August
17, 2009, GHL Acquisition Corp. (“
GHQ
”) issued a press release
(the “
Press Release
”)
announcing that the Federal Communications Commission had approved its pending
acquisition of Iridium Holdings LLC (“
Iridium
Holdings
”).
In
addition, the Press Release also included an announcement by GHQ that a record
date and a special meeting date had been established for GHQ’s stockholders to
consider and vote on the proposal to approve the previously announced
transaction agreement by and among GHQ, Iridium Holdings and the sellers
thereunder (the “
Transaction
Agreement
”) and related proposals. The Transaction Agreement
provides for the purchase by GHQ, directly or indirectly, of all of the
outstanding units of Iridium Holdings. GHQ stockholders of record on
August 27, 2009 are entitled to notice of the special meeting and to vote on the
approval of the Transaction Agreement and related proposals. The
special meeting is scheduled to be held on Wednesday, September 23,
2009. The definitive proxy statement for the special meeting will be
filed with the Securities and Exchange Commission and is expected to be mailed
to stockholders around August 31, 2009. A copy of the Press Release
is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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99.1
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Press
Release, dated August 17, 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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August
17, 2009
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By:
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/s/
Harold J. Rodriguez, Jr.
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Name:
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Harold
J. Rodriguez, Jr.
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Title:
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Chief
Financial 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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Press
Release, dated August 17, 2009
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5