SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
Skyterra Communications, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Voting Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
83087K107
--------------------------------------------------------------------------------
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 9, 2008
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
20,312,665
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,312,665
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,312,665
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
20,312,665
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,312,665
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,312,665
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
20,312,665
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,312,665
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,312,665
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,125,875
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,125,875
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,875
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,125,875
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,125,875
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,125,875
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC - New York, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,142,831
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,142,831
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,142,831
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
29,455,496
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,455,496
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,455,496
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
29,455,496
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,455,496
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,455,496
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
29,455,496
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,455,496
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,455,496
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
29,455,496
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,455,496
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,455,496
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JANUARY 7, 2008.
--------------------------------------------------------------------------------
Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JANUARY 7, 2008.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
20,312,665 Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
20,312,665 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 20,312,665
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
8,125,875 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 8,125,875 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 9,142,831 Shares.
As of the date hereof HMC may be deemed to beneficially own 29,455,496 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
29,455,496 Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
29,455,496 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
29,455,496 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares for investment. The Reporting
Persons evaluate their investment in the Shares on a continual basis. Other than
as expressly set forth below, the Reporting Persons have no plans or proposals
as of the date of this filing which relate to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule 13D.
On April 7, 2008, Harbinger Capital Partners Master Fund I, Ltd. (the "Master
Fund") and Harbinger Special Situations Fund, LP (the "Special Fund" and,
together with the Master Fund, "Harbinger") entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement") with Apollo Investment Fund IV,
L.P. ("AIF-IV"), Apollo Overseas Partners IV, L.P. ("Overseas IV"), AIF IV/RRRR
LLC, ("AIF IV/RRRR"), AP/RM Acquisition LLC ("AP/RM") and ST/RRRR LLC ("ST/RRRR"
and, together with AIF IV, Overseas IV, AIF IV/RRRR and AP/RM, each a
"Stockholder" and collectively, the "Stockholders"), pursuant to which Harbinger
agreed to purchase from the Stockholders, for an aggregate purchase price of
$164,081,290 (the "Purchase Price"), (i) 10,224,532 shares of voting common
stock (the "Voting Common Stock"), par value $0.01 per share of the Issuer (the
"Voting Shares"), (ii) 6,173,597 shares of non-voting common stock (the
"Non-Voting Common Stock"), par value $0.01 per share of the Issuer (the
"Non-Voting Shares"), (iii) 234,633 Series 1-A Warrants of the Issuer entitling
the holders thereof to purchase a maximum aggregate of 652,711 shares of Voting
Common Stock at an exercise price of $20.39 per share, subject to adjustment
(the "Series 1-A Warrants"), and (iv) 9,810,033 Series 2-A Warrants of the
Issuer entitling the holders thereof to purchase a maximum aggregate of
2,560,182 shares of Voting Common Stock at an exercise price of $25.85 per
share, subject to adjustment (the "Series 2-A Warrants" and, together with the
Series 2-A Warrants, the "Warrants"). The Purchase Price paid by Harbinger
represents a price of (i) $10.00 per share for each share of Voting Common Stock
and Non-Voting Common Stock and (ii) $100,000.00 in the aggregate for the
Warrants. The Voting Shares, the Non-Voting Shares and the Warrants are
collectively referred to as, the "Securities". The transactions contemplated by
the Securities Purchase Agreement closed on April 9, 2008 (the "Closing Date").
On the Closing Date, in exchange for payment of the Purchase Price, the
Stockholders delivered (i) to Harbinger, all instruments necessary to
indefeasibly transfer to Harbinger 9,781,707 Voting Shares, the Non-Voting
Shares and the Warrants and (ii) to Akin Gump Strauss Hauer and Feld LLP, in its
capacity as Escrow Agent (the "Escrow Agent") under the Escrow Agreement (the
"Escrow Agreement"), among the Master Fund, the Special Fund, each of the
Stockholders and the Escrow Agent, certificates representing 442,825 Voting
Shares (the "Remaining Shares"), together with signed stock powers and other
instruments executed in blank to permit the Escrow Agent to effect the delivery
and transfer of the Remaining Shares in accordance with the terms of the
Securities Purchase Agreement and the Escrow Agreement.
In accordance with the terms of the Securities Purchase Agreement and the Escrow
Agreement, the Remaining Shares will be held in escrow by the Escrow Agent, from
the Closing Date until such time as Harbinger instructs the Escrow Agent, after
satisfaction of the conditions described below, to transfer and deliver the
Remaining Shares (the "Escrow Break Date"), together with any additional shares
of Common Stock or other securities or other property other than ordinary cash
dividends ("Non-Cash Distributions" and, together with the Remaining Shares, the
"Escrowed Property") delivered to the Escrow Agent in accordance with the terms
of the Securities Purchase Agreement as result of any split, combination or
reclassification of the Issuer's Voting Common Stock or Non-Voting Common Stock
effected by the Issuer or any dividend declared by the Issuer, to Harbinger or
its designee.
Harbinger has agreed that (i) it will not instruct the Escrow Agent to transfer,
deliver or effect the registration of any Escrowed Property in the name of the
Master Fund, the Special Fund or their respective nominees without Harbinger's
first having obtained any necessary approvals from the Federal Communications
Commission to acquire the Escrowed Property, and (ii) it shall not have the
power to direct the Escrow Agent to transfer and deliver the Escrowed Property
in the name of the Master Fund, the Special Fund or their respective nominees or
to sell the Escrowed Property unless and until Harbinger delivered to the Escrow
Agent an opinion of FCC counsel to Harbinger to the effect that such disposition
would not violate the Communications Act of 1934.
Until the Escrow Break Date, (i) title to the Escrowed Property will remain
vested solely in the Stockholders and the Escrowed Property will remain
registered on the books of the Issuer in the name of the Stockholders or their
respective nominees, (ii) the Stockholders will have the right to vote the
Remaining Shares and other voting securities included within the Escrowed
Property and (iii) the Stockholders will have the right to receive and retain
any cash dividends declared or paid by the Issuer with respect to the Remaining
Shares or other securities included within the Escrowed Property.
Harbinger disclaims any and all beneficial ownership of the Escrowed Property
until such time as the Escrowed Property is transferred and delivered to the
Master Fund, the Special Fund or one of their respective affiliates.
In satisfaction of certain of the conditions to Harbinger's purchase of the
Securities from the Stockholders, as of the Closing Date, the Stockholders
caused (i) the authorized size of the board of directors of the Issuer (the
"Board of Directors") to be increased from six members to seven members, (ii)
each of Andrew D. Africk and Jeffrey Leddy to resign from the Board of Directors
and from the board of directors of each subsidiary of the Issuer and to be
replaced by Paul S. Latchford, Jr. and Jose A. Cecin, Jr., each designated by
Harbinger, and (iii) Alexander H. Good to be elected to the Board of Directors.
The Securities Purchase Agreement contains customary representations, warranties
and closing conditions. A copy of the Securities Purchase Agreement is filed as
Exhibit C hereto and is incorporated herein by reference. A copy of the Escrow
Agreement is filed as Exhibit D hereto and is incorporated herein by reference.
The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Board of Directors, other significant
stockholders and others regarding alternatives that the Issuer could employ to
increase stockholder value.
The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own.
The Reporting Persons reserve the right to act in concert with any other
stockholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of actions to the Issuer's
management, the Board of Directors, the Issuer's stockholders and others.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 20,312,665 Shares, constituting 47.5% of the Shares of the Issuer,
based upon 42,771,360* Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 20,312,665 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 20,312,665 Shares.
The Master Fund specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Master Fund specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4) until such time as the Escrowed Property is
delivered and transferred to the Master Fund or the Special Fund and then the
Master Fund specifically disclaims beneficial ownership in the Escrowed Property
except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 20,312,665 Shares, constituting 47.5% of the Shares of the
Issuer, based upon 42,771,360* Shares outstanding as of the date of this filing.
Harbinger Management has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 20,312,665 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 20,312,665 Shares.
Harbinger Management specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
Harbinger Management specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4) until such time as the Escrowed Property is
delivered and transferred to the Master Fund or the Special Fund and then
Harbinger Management specifically disclaims beneficial ownership in the Escrowed
Property except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 20,312,665 Shares, constituting 47.5% of the Shares of the Issuer,
based upon 42,771,360* Shares outstanding as of the date of this filing.
HMC Investors has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 20,312,665 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 20,312,665 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
HCM Investors specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4) until such time as the Escrowed Property is
delivered and transferred to the Master Fund or the Special Fund and then HCM
Investors specifically disclaims beneficial ownership in the Escrowed Property
except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 8,125,875 Shares, constituting 21.3% of the Shares of the
Issuer, based upon 38,116,897* Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 8,125,875 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 8,125,875 Shares.
The Special Fund specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Special Fund specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4) until such time as the Escrowed Property is
delivered and transferred to the Master Fund or the Special Fund and then the
Special Fund specifically disclaims beneficial ownership in the Escrowed
Property except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
8,125,875 Shares, constituting 21.3% of the Shares of the Issuer, based upon
38,116,897* Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 8,125,875 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 8,125,875 Shares.
HCPSS specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
HCPSS specifically disclaims beneficial ownership of the Escrowed Property (as
defined in Item 4) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund and then HCPSS specifically
disclaims beneficial ownership in the Escrowed Property except to the extent of
its pecuniary interest therein.
(a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of
9,142,831 Shares, constituting 24.0% of the Shares of the Issuer, based upon
38,116,897* Shares outstanding as of the date of this filing.
HMCNY has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 9,142,831 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 9,142,831 Shares.
HMCNY specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
HMCNY specifically disclaims beneficial ownership of the Escrowed Property (as
defined in Item 4) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund and then HMCNY specifically
disclaims beneficial ownership in the Escrowed Property except to the extent of
its pecuniary interest therein.
(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of
29,455,496 Shares, constituting 63.2% of the Shares of the Issuer, based upon
46,622,594* Shares outstanding as of the date of this filing.
HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 29,455,496 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 29,455,496 Shares.
HMC specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
HMC specifically disclaims beneficial ownership of the Escrowed Property (as
defined in Item 4) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund and then HMC specifically
disclaims beneficial ownership in the Escrowed Property except to the extent of
its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 29,455,496 Shares, constituting 63.2% of the Shares of the Issuer,
based upon 46,622,594* Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 29,455,496 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 29,455,496 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
Mr. Falcone specifically disclaims beneficial ownership of the Escrowed Property
(as defined in Item 4) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund and then Mr. Falcone
specifically disclaims beneficial ownership in the Escrowed Property except to
the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 29,455,496 Shares, constituting 63.2% of the Shares of the
Issuer, based upon 46,622,594* Shares outstanding as of the date of this filing.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 29,455,496 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 29,455,496 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
Mr. Harbert specifically disclaims beneficial ownership of the Escrowed Property
(as defined in Item 4) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund and then Mr. Harbert
specifically disclaims beneficial ownership in the Escrowed Property except to
the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 29,455,496 Shares, constituting 63.2% of the Shares of the Issuer,
based upon 46,622,594* Shares outstanding as of the date of this filing.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 29,455,496 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 29,455,496 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
Mr. Luce specifically disclaims beneficial ownership of the Escrowed Property
(as defined in Item 4) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund and then Mr. Luce
specifically disclaims beneficial ownership in the Escrowed Property except to
the extent of its pecuniary interest therein.
----------
* The number of outstanding shares is based on the 34,265,663 voting shares the
Company reported outstanding as of February 14, 2008, adjusted for warrants held
by the Reporting Persons.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past sixty
days are set forth in Exhibit B.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
A description of the Securities Purchase Agreement entered into on April 7,
2008, among the Master Fund, the Special Fund, Apollo Investment Fund IV, L.P.,
Apollo Overseas Partners IV, L.P., AIF IV/RRRR LLC, AP/RM Acquisition LLC and
ST/RRRR LLC, is set forth in response to Item 4 above. Other than as described
in Item 4, there have been no material changes from the Schedule 13D/A filed on
February 12, 2008.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit C: Securities Purchase Agreement
Exhibit D: Form of Escrow Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC - New York, Inc.
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
-----------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
/s/ Raymond J. Harbert
----------------------
Raymond J. Harbert
/s/ Michael D. Luce
---------------------
Michael D. Luce
April 9, 2008
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 3, dated April 9,
2008 relating to the Voting Common Stock of Skyterra Communications, Inc. shall
be filed on behalf of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC - New York, Inc.
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
-----------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
/s/ Raymond J. Harbert
----------------------
Raymond J. Harbert
/s/ Michael D. Luce
---------------------
Michael D. Luce
April 9, 2008
Exhibit B
Exhibit B
Transactions in the Voting Common Stock
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
4/9/08 7,151,336 10.00
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
4/9/08 2,630,371 10.00
Transactions in the Series 1-A Warrants
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
4/9/08 489,534 .009955
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
4/9/08 163,177 .009955
Transactions in the Series 2-A Warrants
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
4/9/08 1,920,137 .009955
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
4/9/08 640,045 .009955
SK 03773 0003 872715