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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) December 19, 1997
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Iridium LLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-22637-01 52-1984342
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Iridium Operating LLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware Pending 52-2066319
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(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)
<TABLE>
<S> <C> <C>
Delaware 333-31741-03 52-2048739
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium World Communications Ltd.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Bermuda 0-22637 52-1984342
(State or other (Commission File (I.R.S. EMPLOYER
jurisdiction of Number) Identification
organization) Number)
</TABLE>
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)
<TABLE>
<S> <C> <C>
Delaware 333-31741-01 52-2048736
(State or other (Commission File (I.R.S. EMPLOYER
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Roaming LLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 333-31741-02 52-2048734
(State or other (Commission File (I.R.S. EMPLOYER
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Item 2. Acquisition or Disposition of Assets
On December 19, 1997, Iridium LLC entered into an asset drop-down
transaction (the "Asset Drop-Down Transaction") with Iridium Operating LLC, a
newly formed wholly-owned subsidiary of Iridium LLC. Pursuant to the Asset
Drop-Down Transaction, substantially all of the assets and liabilities of
Iridium LLC were transferred to Iridium Operating LLC, including, without
limitation, all outstanding Series A, Series B and Series C Senior Notes of
Iridium LLC. Pursuant to the indentures relating to the Series A, Series B and
Series C Notes, Iridium Operating LLC has been substituted for Iridium LLC, and
Iridium LLC has been released from all obligations under such indentures and
such Notes.
The Asset Drop-Down Transaction was consummated in connection with
establishment of a $1,000,000,000 credit facility by Iridium Operating LLC. That
credit facility is secured by a security interest in substantially all of the
assets of Iridium Operating LLC, and in all of the membership interests in
Iridium Operating LLC.
A copy of the related press release of December 23, 1997 is attached
as an exhibit hereto.
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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/ ROY GRANT
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Name: Roy Grant
Title: VP/CFO
IRIDIUM OPERATING LLC
By /s/ ROY GRANT
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Name: Roy Grant
Title: VP/CFO
IRIDIUM CAPITAL CORPORATION
By /s/ ROY GRANT
----------------------------
Name: Roy Grant
Title: VP/CFO
IRIDIUM WORLD COMMUNICATIONS LTD.
By /s/ ROY GRANT
----------------------------
Name: Roy Grant
Title: VP/CFO
IRIDIUM ROAMING LLC
By /s/ ROY GRANT
----------------------------
Name: Roy Grant
Title: VP/CFO
IRIDIUM IP LLC
By /s/ ROY GRANT
----------------------------
Name: Roy Grant
Title: VP/CFO
Date: December 19, 1997
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EXHIBIT INDEX
Exhibit Number Description
1 Press Release - Secured Credit Facility & Asset
Drop Down Transaction
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Exhibit 1
[IRIDIUM LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: John M. Windolph
202-326-5626
IRIDIUM OPERATING LLC ESTABLISHES
$1 BILLION SECURED CREDIT FACILITY
(NASDAQ: IRIDF)
(Washington, D.C. - December 23, 1997) On December 19, 1997, Iridium LLC
finalized a $1,000,000,000 secured credit facility with a syndicate of lenders
(the "Secured Bank Facility"). The borrower under the Secured Bank Facility is
Iridium Operating LLC, a newly formed wholly owned subsidiary of Iridium LLC.
Chase Securities Inc. and Barclays Capital, a division of Barclays Bank PLC,
are Global Arrangers for the Secured Bank Facility. Iridium Operating LLC's
ability to draw under the Secured Bank Facility is contingent upon its ability
to meet certain milestones in the development, testing and operation of the
Iridium System. The Secured Bank Facility matures on September 30, 1998.
Iridium Operating LLC may extend the maturity up to June 30, 1999 if it can
demonstrate by July 1, 1998 that it has sufficient funds available to meet
budgeted project costs through the extended maturity. The Secured Bank Facility
is secured by substantially all of the assets of Iridium Operating LLC and by
all of the membership interests in Iridium Operating LLC.
In connection with the establishment of the Secured Bank Facility,
Iridium LLC consummated an asset drop-down transaction (the "Asset Drop-Down
Transaction") with Iridium Operating LLC, pursuant to which substantially all of
the
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assets and liabilities of Iridium LLC were transferred to Iridium Operating LLC,
including, without limitation, all outstanding Series A, Series B and Series C
Senior Notes of Iridium LLC. The Asset Drop-Down Transaction was consummated in
order to facilitate the granting of the security interests required under the
Secured Bank Facility.
Pursuant to the Asset Drop-Down Transaction, Iridium Operating LLC
has succeeded to Iridium LLC as obligor of Iridium LLC's Series A, Series B and
Series C Senior Notes. Under the indentures relating to those Senior Notes,
Iridium Operating LLC has been substituted for Iridium LLC with respect to the
Senior Notes, and Iridium LLC has been released from those obligations.
Iridium LLC is developing 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 using handheld
telephones and pagers virtually anywhere in the world.
Iridium World Communications, Ltd. (NASDAQ: IRIDF), the public
investment vehicle of Iridium LLC, completed an initial public offering in early
June. Proceeds from the offering were used by Iridium World Communications,
Ltd. to purchase membership interests in Iridium LLC totaling approximately 8.5
per cent of the Company.
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IRIDIUM is a registered trademark and service mark of Iridium
LLC.(C) 1997
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