| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Telesat Corp (Name of Issuer) |
Class A common and Class B variable voting shares, no par value per share (the "Shares") (Title of Class of Securities) |
879512309 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons Greywolf Opportunities Master Fund II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 860,551.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons Greywolf Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 860,551.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons Greywolf Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 860,551.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, PN |
SCHEDULE 13G |
| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons Greywolf GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 860,551.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons Jonathan Savitz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 860,551.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Telesat Corp | |
| (b) | Address of issuer's principal executive
offices: 160 Elgin Street, Suite 2100, Ottawa, Ontario, Canada, K2P 2P7 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons".
(i) Greywolf Opportunities Master Fund II LP, a Cayman Islands exempted limited partnership ("Greywolf Master Fund II"), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Options (as defined in Item 4);
(ii) Greywolf Advisors LLC, a Delaware limited liability company and the general partner of Greywolf Master Fund II (the "General Partner"), with respect to the Shares held by Greywolf Master Fund II and the Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options;
(iii) Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Master Fund II (the "Investment Manager"), with respect to the Shares held by Greywolf Master Fund II and the Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options;
(iv) Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "Investment Manager General Partner"), with respect to the Shares held by Greywolf Master Fund II and the Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options; and
(v) Jonathan Savitz ("Savitz"), a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner, with respect to the Shares held by Greywolf Master Fund II and the Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of: (i) each of the Reporting Persons other than Greywolf Master Fund II is 4 Manhattanville Road, Suite 201, Purchase, New York 10577; and (ii) Greywolf Master Fund II is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands. | |
| (c) | Citizenship: The citizenship of each of the Reporting Persons is set forth on the cover page for such Reporting Person. | |
| (d) | Title of class of securities: Class A common and Class B variable voting shares, no par value per share (the "Shares") | |
| (e) | CUSIP No.: 879512309 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
As of the date of the event which requires the filing of this statement, Greywolf Master Fund II holds an aggregate of (i) 805,751 Shares and (ii) exchange-traded call options exercisable within 60 days for a total of 54,800 Shares ("Options"). Accordingly, the Reporting Persons may be deemed to beneficially own an aggregate of 860,551 Shares, representing 6.2% of the class of Shares outstanding, as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
The Shares and the Options reported hereby as held by Greywolf Master Fund II are held directly by Greywolf Master Fund II. The General Partner, as the general partner of Greywolf Master Fund II, may be deemed to be a beneficial owner of all such Shares held by Greywolf Master Fund II and all such Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options. The Investment Manager, as the investment manager of Greywolf Master Fund II, may be deemed to be a beneficial owner of all such Shares held by Greywolf Master Fund II and all such Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options. The Investment Manager General Partner, as the general partner of the Investment Manager, may be deemed to be a beneficial owner of all such Shares held by Greywolf Master Fund II and all such Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options. Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be a beneficial owner of all such Shares held by Greywolf Master Fund II and all such Shares that Greywolf Master Fund II has the right to acquire upon the exercise of Options. Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares. | |
| (b) | Percent of class: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons neither disclaim nor affirm the existence of a group among them. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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Exhibit
Information |
Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k) (previously filed) |