Item 1.01 Entry into a Material Definitive Agreement.
Copies of the following exhibits to the Transaction Agreement (as defined in the
Form 8-K) are filed as Exhibits 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 hereto
and each is incorporated herein by reference (i) Form of Trust Agreement with
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Risks and uncertainties include but are not limited to (1) risks associated with financial factors, including swings in the global financial markets, increases in interest rates and access to capital; (2) risks associated with satellite services, including dependence on large customers, launch delays and failures, in-orbit failures and competition; (3) risks and uncertainties associated with Telesat's planned low earth orbit satellite network, including overcoming technological challenges, access to spectrum and markets, governmental restrictions or regulations to address environmental concerns, raising sufficient capital to design and implement the system and competition from other low earth orbit systems; (4) regulatory risks, such as the effect of industry and government regulations that affect Telesat; (5) risks related to the satisfaction of the conditions to closing the Transaction in the anticipated timeframe or at all, including the failure to obtain necessary regulatory and stockholder approvals; (6) risks relating to the inability or failure to realize the anticipated benefits of the Transaction; (7) risks of disruption from the Transaction making it more difficult to maintain business and operational relationships; (8) risks arising from or relating to the negative effects of this announcement or the consummation of the Transaction on the market price of Loral's voting common stock; (9) risks relating to the incurrence of significant transaction costs and unknown liabilities, including litigation or regulatory actions related to the Transaction; and (10) other risks, including risks relating to and resulting from the COVID-19 pandemic. The foregoing list of important factors is not exclusive. Furthermore, Loral operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond Loral's control.
Additional Information and Where to Find It
This report does not constitute an offer to sell or the solicitation of an offer
to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
Transaction,
Participants in the Solicitation of Votes
Loral, Telesat, and their respective directors, executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Loral in respect of the
proposed Transaction. Information regarding Telesat directors and executive
officers is available in its Form 20-F filed by Telesat on SEDAR at
www.sedar.com, on
For more information regarding these and other risks and uncertainties that
Loral may face, see the section entitled "Risk Factors" in Loral's Form 10-K,
Form 10-Q and Form 8-K filings with the
For more information regarding these and other risks and uncertainties that
Telesat may face, see the section entitled "Risk Factors" in Telesat's Form 20-F
and Form 6-K filings with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. 10.6 Form of Trust Agreement withTSX Trust Company 10.7 Form of Voting Agreement withTSX Trust Company 10.8 Form of Amended and Restated Articles ofTelesat Corporation 10.9 Registration Rights Agreement, dated as ofNovember 23, 2020 , by and amongTelesat Corporation ,Public Sector Pension Investment Board ,Red Isle Private Investments Inc. andMHR Fund Management LLC and certain of its affiliates 10.10 Form ofAmended and Restated Telesat Partnership LP Partnership Agreement 10.11 Form of Amended and Restated Certificate of Incorporation ofLoral Space & Communications Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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