GI Manager L.P entered into a definitive agreement to acquire ORBCOMM Inc. (NasdaqGS:ORBC) from Adage Capital Partners, L.P., BlackRock, Inc., Dimensional Fund Advisors LP, The Vanguard Group Inc., OHB SE (XTRA:OHB) and others for approximately $940 million on April 7, 2021. Under the terms of the agreement, ORBCOMM stockholders will receive $11.5 in cash per outstanding share of common stock upon closing of the transaction, that values ORBCOMM at approximately $1.1 billion, including net debt. Each share of issued and outstanding Series A convertible preferred stock will automatically be cancelled and converted into the right to receive an amount in cash equal to the sum of (1) the product of (x) the common stock merger consideration multiplied by (y) 1.66611 plus (2) an amount equal to (x) the number of shares of preferred stock issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611 (the “Preferred Stock Merger Consideration”), without interest, subject to applicable withholding taxes. Restricted stock holders will receive $11.50 in cash for each security held. Upon completion of the transaction, ORBCOMM will become a privately-held company and its common stock will no longer be listed on the Nasdaq Stock Market. GI Manager has obtained equity financing and debt financing commitments for funding the transaction in amount equal to $796.6 million. Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, and Jefferies Finance LLC have agreed to provide GI Manager with debt financing in a $360 million term loan facility and a $50 million revolving debt facility on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to a number of customary conditions. Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, and Jefferies Finance LLC have agreed to provide Parent with debt financing in a $360 million term loan facility and a $50 million revolving debt facility on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to a number of customary conditions. On May 7, 2021, “go-shop” period for ORBCOMM expired and no alternative acquisition proposals were received by ORBCOMM during the “go-shop” period. In the event of termination ORBCOMM will receive a termination fee of $51.8 million while GI Manager will receive $32.9 million.

The transaction is expected to close following the satisfaction of customary closing conditions, including approval by ORBCOMM stockholders and the receipt of required regulatory approvals. The transaction is also subject to expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of CFIUS Approval, consent to the transfer of control of ORBCOMM Communications Licenses by the Federal Communications Commission, Foreign Telecommunication Regulators and non-U.S. Governmental Entities relating to investment and national security approvals, among others. GI Manager Board approved the transaction. ORBCOMM's Board of Directors has unanimously approved the transaction and recommends that ORBCOMM's stockholders vote in favor of the transaction at the special meeting of ORBCOMM stockholders to be called in connection with the transaction. On June 14, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired. As of August 18, 2021, the Federal Communications Commission (FCC) has approved the transfer of control of ORBCOMM's FCC authorizations in connection with the transaction.The parties expect the transaction to close in the second half of 2021. As of August 18, 2021, the transaction is expected to close in early September 2021. PJT Partners acted as financial advisor and provided fairness opinion to the ORBCOMM Board. Raymond James acted as financial advisors and Scott Golenbock, Jim Ball, Alan Stone and John Franchini, Mike Shah, Max Goodman, Fiona Schaeffer, Dara Panahy and Patrick Campbell, Bijan Ganji, Nathaniel Browand, and Michael Bellucci of Milbank LLP acted as legal advisors to ORBCOMM. Evercore acted as financial advisor and Christopher May, Ravi Purohit, Adam Shapiro, Jeannine McSweeney, Sophie Staples, Lori Lesser, Michael Isby and Dennis Loiacono of Simpson Thacher & Bartlett LLP and Morgan, Lewis & Bockius LLP acted as legal advisors to GI Partners. Computershare served as transfer agent to ORBCOMM Inc. Sean Skiffington of Shearman & Sterling acted as legal advisor to PJT Partners in the transaction.