<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) October 13, 1997
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IRIDIUM LLC
(Exact name of registrant as specified in its charter)
DELAWARE 0-22637-01 52-1984342
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification)
organization) Number)
1575 EYE STREET, N.W., WASHINGTON, DC 20005
(202) 326-5600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive
offices)
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IRIDIUM CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 333-31741-03 52-2048739
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification)
organization) Number)
1575 EYE STREET, N.W., WASHINGTON, DC 20005
(202) 326-5600
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IRIDIUM WORLD COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 0-22637 52-2025291
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification)
organization) Number)
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11, BERMUDA
(441)295-5950
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive
offices)
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IRIDIUM IP LLC
(Exact name of registrant as specified in its charter)
DELAWARE 333-31741-01 52-2048736
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification)
organization) Number)
1575 EYE STREET, N.W., WASHINGTON, DC 20005
(202) 326-5600
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IRIDIUM ROAMING LLC
(Exact name of registrant as specified in its charter)
DELAWARE 333-31741-02 52-2048734
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification)
organization) Number)
1575 EYE STREET, N.W., WASHINGTON, DC 20005
(202) 326-5600
2
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Item 5. Other Events
On October 10, 1997, Iridium LLC and Iridium Capital Corporation
priced the sale of $300,000,000 aggregate principal amount of 11 1/4% Senior
Notes due 2005 to be sold to a group of initial purchasers in an unregistered
offering.
A copy of the related press release of October 13, 1997 is
attached as an exhibit hereto.
On October 21, 1997, Motorola Satellite Communications informed
Iridium LLC that Motorola had experienced a problem with one of the IRIDIUM
satellites prior to its attaining final orbit. Motorola advised Iridium LLC that
(i) it has factored satellite loss into its planning for constellation
deployment, (ii) it remains on course for commercial service activation in
September 1998 and (iii) Iridium will not bear the financial risk for loss
of the satellite.
A copy of the related press release of October 21, 1997 is
attached as an exhibit hereto.
Item 7. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
99.1 Press Release - Debt Financing
99.2 Press Release - Satellite Anomaly
</TABLE>
Item 9. Sales of Equity Securities Pursuant to Regulation S
On October 17, 1997, Iridium LLC and Iridium Capital Corporation
issued $300 million aggregate principal amount of 11 1/4% Senior Notes due 2005,
Series C (the "Notes") in an unregistered offering pursuant to Rule 144A ("Rule
144A") and Regulation S ("Regulation S") of the Securities Act of 1933 (the
"Securities Act"). The Notes are guaranteed by Iridium IP LLC and Iridium
Roaming LLC (the "Guarantees" and, together with the Notes, the "Securities").
Of the Securities issued, $295,900,000 aggregate principal amount
were sold to Qualified Institutional Buyers (as defined in Rule 144A) in
compliance with Rule 144A, and $4,100,000 aggregate principal amount were sold
to certain Non-U.S. Persons (as defined in Regulation S) in reliance on
Regulation S.
Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and BT Alex. Brown Incorporated acted as the Initial Purchasers
(collectively, the "Initial Purchasers") for the Securities. The total offering
price to investors for the Securities was $300,000,000, with the discounts to
the Initial Purchasers totaling $6,750,000.
The Notes are not convertible or exchangeable into equity
securities.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
IRIDIUM LLC
By /s/ F. Thomas Tuttle
--------------------------
Name: F. Thomas Tuttle
Title: Vice President, General
Counsel and Secretary
IRIDIUM CAPITAL CORPORATION
By /s/ F. Thomas Tuttle
--------------------------
Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM WORLD COMMUNICATIONS LTD.
By /s/ F. Thomas Tuttle
--------------------------
Name: F. Thomas Tuttle
Title: Assistant Secretary
IRIDIUM ROAMING LLC
By /s/ F. Thomas Tuttle
--------------------------
Name: F. Thomas Tuttle
Title: Authorized Signatory
IRIDIUM IP LLC
By /s/ F. Thomas Tuttle
--------------------------
Name: F. Thomas Tuttle
Title: Authorized Signatory
Date: October 21, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
99.1 Press Release - Debt Financing
99.2 Press Release - Satellite Anomaly
</TABLE>
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Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: Michelle Lyle
+1.202.408.3818
IRIDIUM LLC COMPLETES $300 MILLION DEBT FINANCING
(NASDAQ: IRIDF)
(WASHINGTON, D.C.-October 13, 1997) Iridium LLC and Iridium Capital Corporation
announced the pricing of a $300 million Senior Note financing under Rule 144A.
The Senior Notes carry a coupon of 11.25%, priced at par and mature in July
2005.
Proceeds from the offering will be used by the Company to reduce a credit
facility that is guaranteed by Motorola from $655 million to $450 million. The
balance will be used for project funding. The reduction of the Motorola
guarantee will reduce Iridium LLC warrant compensation to Motorola which would
have required payment of warrants to purchase 2.3 million Iridium LLC Class 1
Interests with an exercise price of $0.01 per Interest between now and
commercial service activation.
Iridium LLC is developing and commercializing a global wireless communications
network that will combine the worldwide reach of 66 low-earth-orbit satellites
with land-based wireless systems to enable subscribers to communicate with
handheld telephones and pagers virtually anywhere in the world with service
activation planned for late 1998. Iridium World Communications, Ltd. (NASDAQ:
IRIDF) the public investment vehicle of Iridium LLC, completed an initial public
offering of approximately $240 million in June.
The Senior Notes have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration.
###
IRIDIUM is a registered trademark and service mark
of Iridium LLC 1997
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Exhibit 99.2
FOR IMMEDIATE RELEASE CONTACT: John M. Windolph
+1.202.326.5626
MOTOROLA REPORTS IRIDIUM SATELLITE ANOMALY
(WASHINGTON, D.C.-October 21, 1997) Motorola Satellite Communications has
informed Iridium LLC that it has experienced a problem with the attitude control
for one of the IRIDIUM satellites prior to attaining final orbit. Motorola is
continuing to investigate the problem but believes that the malfunction will
result in the satellite not being included in the IRIDIUM constellation.
Motorola has factored satellite loss into its planning for constellation
deployment and has advised Iridium LLC that it remains on course for commercial
service activation in September 1998. Motorola has also advised Iridium LLC that
Iridium LLC will not bear the financial risk for loss of this satellite.
###
IRIDIUM is a registered trademark and service mark
of Iridium LLC 1997
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