| Motient Corporation (MNCP) |
Stock Exchange at Closing: OTC
|
| Industry: Telecommunications |
| Sub-Industry: Satellite Telecom |
| |
|
$131,580,429
Common Stock
|
| |
| Closing Date: 11/12/04 |
| Legal Structure: PIPE |
| Issuer Country of Incorporation: United States |
| |
| Investors: |
| Various Individual Investors |
| LC Capital Master Fund |
| Oz Master Fund, Ltd. |
| More |
|
| Post Deal Stock Performance |
| |
% Change | vs. S&P 500 |
| 1 Month |
40.67%
|
N/A
|
| 3 Months |
N/A
|
N/A
|
| 6 Months |
N/A
|
N/A
|
| 12 Months |
N/A
|
N/A
|
|
|
| Transaction Stats |
| Dilution: |
55.53%
|
| Pricing Discount/Premium: |
-42.87%
|
| Warrant Coverage: |
25.00%
|
| Warrant Discount/Premium (Avg.): |
-42.87%
|
| Placement Agent Fees: |
3.94%
|
|
| Company Pricing |
| Closing Market Price: |
$15.00
|
| Today's Price: |
$27.95
|
| Performance Since Closing: |
86.33%
|
| Closing Market Cap: |
$518.44M
|
| Closing Shares Outstanding: |
34,562,901 |
|
|
|
| General |
|
| Source: |
Press Release (11/15/04)
, 10-Q (11/15/04) , S-1 (01/06/05)
|
| Structure Type: |
Common Stock |
| Registration Filing Date: |
Not Disclosed |
| Registration Effective Date: |
Not Disclosed |
| Gross Proceeds: |
$131,580,429 |
| Cash Fees and Expenses: |
$5,182,620 |
| Net Proceeds: |
$126,397,809 |
| Use of Proceeds: |
Working Capital. |
Security Pricing |
|
| Number of Securities Sold: |
15,353,609 |
| Purchase Price Per Share: |
$8.5700 |
Investor Warrants & Options |
|
| Description: |
The Investors received the Warrants on a pro rata basis. The Warrants shall vest according to the following schedule:
25% of the Warrants shall become exercisable if the Registration Statement has not been filed by 01/11/2005.
An additional 25% of the Warrants shall become exercisable if the Registration Statement is not effective within 60 days of 01/11/2005.
An additional 25% of the Warrants shall become exercisable if the Registration Statement is not effective within 90 days of 01/11/2005.
The remaining 25% of the Warrants shall become exercisable if the Registration Statement is not effective within 120 days of 01/11/2005.
|
| Amount: |
3,838,402 |
| Term: |
60 Months |
| Price: |
$8.5700 |
| Value: |
$47,289,113 |
| |
| Warrant Anti-Dilution Protection: |
Standard.
|
| Investor Call Option: |
None. |
| Placement Agent/Financial Advisor |
|
| Placement Agent: |
Tejas Securities Group, Inc. (Exclusive Agent) |
| Estimated Cash Fees: |
$5,182,620 |
| Warrant Fees: |
None. |
| Over-Allotment Option: |
None.
|
| |
| Investors |
| Investment Advisor |
Investment Fund |
Amount Invested |
|
Various Individual Investors |
Various Individual Investors |
$18,010,268 |
|
Lampe Conway & Co.
|
LC Capital Master Fund |
$9,999,999 |
|
Och-Ziff Capital Management Group, Inc.
|
Oz Master Fund, Ltd. |
$9,754,648 |
|
Highland Capital Management, L.P.
|
Highland Equity Focus Fund, L.P. |
$7,499,993 |
|
York Capital Management, LP
|
York Investment Ltd. |
$7,400,281 |
|
Greywolf Capital Management, LP
|
Greywolf Capital Overseas Fund |
$6,856,000 |
| Tudor Investment Corporation
|
Raptor Global Portfolio Ltd. |
$5,984,979 |
| Millennium Management, LLC |
Millennium Partners, L.P. |
$4,999,995 |
| Highland Capital Management, L.P.
|
Highland Crusader Offshore Partners, L.P. |
$3,999,996 |
|
Harbert Management Corporation
|
Harbert Distressed Investment Master Fund, Ltd. |
$3,665,003 |
|
Ore Hill Partners LLC
|
Ore Hill Hub Fund Ltd. |
$3,499,997 |
|
Rockbay Capital Fund, LLC
|
Rockbay Capital Offshore Fund, Ltd. |
$3,439,681 |
|
Romulus Holdings Corporation
|
Singer Children's Management Trust |
$3,428,000 |
|
Glenview Capital Management, LLC
|
Glenview Capital Master Fund, Ltd. |
$3,032,923 |
|
Xerion Partners Equity LLC
|
Xerion Partners II Master Fund Limited |
$2,999,997 |
|
Cardinal Investment Company, Inc.
|
CY Offshore Fund, Ltd |
$2,261,949 |
|
George Kaiser Family Foundation
|
George Kaiser Family Foundation |
$2,261,949 |
|
RNR, LLC
|
RNR II, LP |
$2,206,775 |
|
Anvil Investment Partners L.P.
|
Strome Hedgecap Limited |
$2,206,775 |
|
York Capital Management, LP
|
York Global Value Partners, L.P. |
$2,163,282 |
|
York Capital Management, LP
|
York Select L.P. |
$2,109,728 |
|
York Capital Management, LP
|
York Capital Management, LP |
$1,828,804 |
|
Ahab Capital Management, Inc.
|
Ahab International, Ltd. |
$1,740,001 |
|
Greywolf Capital Management, LP
|
Greywolf Capital II L.P. |
$1,714,000 |
|
Glenview Capital Management, LLC
|
Glenview Institutional Partners, LP |
$1,491,180 |
|
Rockbay Capital Fund, LLC
|
Rockbay Capital Institutional Fund, LLC |
$1,451,947 |
|
York Capital Management, LP
|
York Select Unit Trust |
$1,441,105 |
|
York Capital Management, LP
|
York Credit Opportunities Fund, L.P. |
$1,285,500 |
|
Tudor Investment Corporation
|
Tudor BVI Global Portfolio, Limited |
$1,274,839 |
|
Ahab Capital Management, Inc.
|
Ahab Partners, L.P. |
$1,260,004 |
|
Canyon Capital Advisors
|
Canpartners Investments IV, LLC |
$1,199,800 |
|
Cardinal Investment Company, Inc.
|
CS Offshore Fund, Ltd. |
$1,130,974 |
|
Cardinal Investment Company, Inc.
|
Cardinal Partners, LP |
$1,069,099 |
|
Cardinal Investment Company, Inc.
|
Cardinal Partners 2000, LP |
$1,014,080 |
|
Loeb Partners Corporation
|
Loeb Partners Corporation |
$999,999 |
|
Tracer Capital Management
|
Tracer Capital Partners QP, L.P. |
$777,453 |
|
York Capital Management, LP
|
York/Green Capital Partners LP |
$771,300 |
|
Tudor Investment Corporation
|
Tudor Proprietary Trading, LLC |
$680,989 |
|
Tracer Capital Management
|
Tracer Capital Offshore Fund, Ltd. |
$673,045 |
|
Highland Capital Management, L.P.
|
Highland Equity Fund, L.P. |
$500,008 |
|
Glenview Capital Management, LLC
|
Glenview Capital Partners, LP |
$446,754 |
|
Morgens, Waterfall, Vintiadis Investments
|
MWV Employee Retirement Plan Group Trust |
$300,001 |
|
Och-Ziff Capital Management Group, Inc.
|
OZ Mac 13 Limited |
$158,579 |
|
Catalyst Investment Management, LLC
|
Catalyst Credit Opportunity Fund Offshore |
$126,836 |
|
Rockbay Capital Fund, LLC
|
Rockbay Capital Fund, LLC |
$108,376 |
|
Och-Ziff Capital Management Group, Inc.
|
Fleet Maritime, Inc. |
$86,771 |
|
Harbert Management Corporation
|
Alpha US Sub Fund VI, LLC |
$84,372 |
|
Tudor Investment Corporation
|
Altar Rock Fund, L.P. |
$59,193 |
|
Tracer Capital Management
|
Tracer Capital Partners, L.P. |
$49,500 |
|
Catalyst Investment Management, LLC
|
Catalyst Credit Opportunity Fund |
$41,136 |
|
Glenview Capital Management, LLC
|
GCM Little Arbor Master Fund, Ltd. |
$29,138 |
|
Catalyst Investment Management, LLC
|
DCM Limited |
$3,428 |
| TOTAL |
|
$131,580,429 |
|
| Investors Included Officers/Directors: |
None.
|
| Strategic Investors: |
None. |
Investor Rights/Company Obligations |
| Right of First Refusal: |
The Investors retain a pro-rata Right of First Refusal over any equity securities or securities convertible into equity offered by the Company.
|
| Anti-Dilution Protection /MFN: |
Standard.
Restriction on future issuances.
|
| Description: |
The Company may not issue or sell any equity securities or securities convertible into equity prior to the effectiveness of the Registration Statement. |
|
Mandatory Registration:
|
The Company will file a Registration Statement covering the resale of the Common Stock no later than 60 days following the Closing and it will be effective within 120 days of the Closing. |
| Board Representation: |
None.
|
Company Rights/Investor Obligations |
| Trading Hedging Restrictions: |
None.
|
| Company Put Option: |
None.
|
Miscellaneous |
|
| Shareholder Approval: |
None. |
| Existing Shares Sold: |
None. |
Notes |
|
|
|
|
|
Copyright © 2005 PCS Research Technology, Inc. All rights
reserved. |
| | |
