Exhbit 99.1
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March 2008
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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
This presentation includes “forward looking statements.” All statements other than statements of historical
facts included in this presentation regarding the prospects of our industry and our prospects, plans, financial
position and business strategy, may constitute forward looking statements. These statements are based on the
beliefs and assumptions of our management and on the information currently available to our management at
the time of such statements. Forward looking statements generally can be identified by the words “believes,”
“expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions that indicate future events and
trends. Although we believe that the expectations reflected in these forward-looking statements are reasonable,
these expectations may not prove to be correct. Important factors that could cause actual results to differ
materially from our expectations are disclosed in our filings with the United States Securities and Exchange
Commission (“SEC”). All subsequent written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements included our SEC
filings. Factors, risks and uncertainties that could cause actual outcomes and results to be materially different
from those projected include, but are not limited to, our ability to obtain financing, obtain and maintain
regulatory approvals, generate sufficient cash flows, develop our universal chipset architecture, achieve market
acceptance for our services, develop our network and generate technological innovations.
facts included in this presentation regarding the prospects of our industry and our prospects, plans, financial
position and business strategy, may constitute forward looking statements. These statements are based on the
beliefs and assumptions of our management and on the information currently available to our management at
the time of such statements. Forward looking statements generally can be identified by the words “believes,”
“expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions that indicate future events and
trends. Although we believe that the expectations reflected in these forward-looking statements are reasonable,
these expectations may not prove to be correct. Important factors that could cause actual results to differ
materially from our expectations are disclosed in our filings with the United States Securities and Exchange
Commission (“SEC”). All subsequent written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements included our SEC
filings. Factors, risks and uncertainties that could cause actual outcomes and results to be materially different
from those projected include, but are not limited to, our ability to obtain financing, obtain and maintain
regulatory approvals, generate sufficient cash flows, develop our universal chipset architecture, achieve market
acceptance for our services, develop our network and generate technological innovations.
The forward-looking statements in this presentation are made only as of the date of this presentation. We
undertake no obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
undertake no obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Safe Harbor
![](https://capedge.com/proxy/8-K/0001214659-08-000574/ex99_13.jpg)
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Ø TerreStar Corporation
§ Publicly traded parent company (NASDAQ: “TSTR”)
– TerreStar Networks (“TSN”) ownership is approximately 86%
– TerreStar Global ownership is approximately 86%
– Beneficially owns approximately 30 million shares of SkyTerra (“SKYT”)
Ø TerreStar Networks plans to develop, build and operate an all IP-based
integrated satellite and ancillary terrestrial component (“ATC”) mobile
communications network
integrated satellite and ancillary terrestrial component (“ATC”) mobile
communications network
§ TSN has rights to use 20 MHz of ATC eligible MSS S-band spectrum
§ The network will provide seamless, ubiquitous mobile communication services
throughout the U.S. and Canada
throughout the U.S. and Canada
§ TerreStar Canada Ownership is approximately 47%
Ø TSN plans to address growing government, enterprise and consumer demand
for wireless mobile voice and data services
for wireless mobile voice and data services
§ Focus on government’s need for reliable emergency communications system
§ Market the services on a wholesale basis as a “carrier’s carrier”
Ø TerreStar Global, an 86% owned subsidiary of TerreStar Corporation, plans to
develop and operate an all IP-based integrated satellite and Complementary
Ground Component (“CGC”) mobile communications network in Europe
develop and operate an all IP-based integrated satellite and Complementary
Ground Component (“CGC”) mobile communications network in Europe
TerreStar Overview
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Recent Transactions
• Highlights:
Ø Strategic Investment by EchoStar Corporation (“SATS”) and Harbinger
Capital Partners
Capital Partners
– $300 million in funding
– 8 MHz of additional nationwide spectrum
Ø Sale of SkyTerra Stock
– Proceeds of $76 million
• Objectives:
Ø Funding through launch of TerreStar-1 and completion of TerreStar-2
Ø Development of Handset/Chipset
Ø Deployment of initial stages of terrestrial network
Ø Enhance TerreStar's nationwide spectrum footprint
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SkyTerra
86%
12%
Individuals
2%
BCE (Canada)
<1%
TerreStar
HoldCo(Canada)
TerreStar
OpCo (Canada)
TMI (Canada)
100%
67%
80%
33%
20%
TS Austria
GmbH
TS Asia Ltd.
(Hong Kong)
30mm
SKYT shares
SKYT shares
$500M Senior Secured PIK Notes
$50M New Sr. Sec. PIK Notes
$150M Senior Exchangeable PIK Notes
$100M Credit Facility for TerreStar-2
Corporate Structure
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TerreStar Networks Strategy
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Ø Secure The License
Ø Pre-Subscribe the Service
Ø Broaden Exit/Partner Opportunities
Ø De-Risk the Business
§ Management
§ Partners & Suppliers
§ “Smart” Build
§ FCC Milestones
§ Technology
Ø Prudent Capital Plan
Ø Leverage TerreStar Brand Internationally
TerreStar Networks Strategy: Path to Success
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1 Based on IDC Research, March 2006
20+ MHz of
Spectrum
Spectrum
§ ATC eligible S-band spectrum in the 2 GHz range in U.S. and Canada
§ Adjacent to PCS spectrum used by national wireless carriers
§ Significant underlying value based on recent FCC 700MHz Auction
§ Newly announced nationwide spectrum at 1.4 GHz
Strong
Strategic
Relationships
Strategic
Relationships
§ Cooperative Research and Development Agreement with U.S.
federal government in place
federal government in place
§ Vendor relationships for construction and launch of satellite, buildout of
ground segment, and development of universal chipsetTM architecture
ground segment, and development of universal chipsetTM architecture
Advanced
Network &
Technology
Network &
Technology
§ All IP-enabled next generation network
§ Seamlessly integrated satellite and terrestrial system
§ Prioritization of service capability in case of disaster or emergencies
§ Universal chipsetTM architecture
§ High demand for wireless services - $163B¹ revenue opportunity by 2010
§ Governments’ heightened focus on public safety and Homeland Security
§ Enterprises expanding wireless applications to improve operations
Large Market
Opportunity
Opportunity
Scalable
Business Model
Business Model
§ Wholesale / “carrier’s carrier” operating strategy
§ Buildout in several key markets based on customer demand
TerreStar Networks Key Highlights
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Agreement with the Federal Government
“As a result of this CRADA, DISA expects an expanded resource
base of interoperable commercial equipment.
base of interoperable commercial equipment.
Both Collaborators expect this CRADA will yield substantial
progress, via information exchanges between DISA and TerreStar,
to eventually develop products that will mutually benefit the
Government and the collaborator.”
progress, via information exchanges between DISA and TerreStar,
to eventually develop products that will mutually benefit the
Government and the collaborator.”
• Cooperative Research and Development Agreement (“CRADA”) between U.S.
Defense Information Systems Agency (“DISA”) and TerreStar concerning
TerreStar’s North American Emergency Response Communications Network
Defense Information Systems Agency (“DISA”) and TerreStar concerning
TerreStar’s North American Emergency Response Communications Network
DISA-07-001
October 6, 2006
• CRADA positions TerreStar as a collaborator with the federal government regarding a
variety of public safety and defense users
variety of public safety and defense users
• TSN believes the CRADA could provide benefit to the government in the following ways:
– Ensure continuity of communications in event of disaster
– Provide backup platform for command and control of federal, state and local officials
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Commercial & Enterprise Opportunities
Ø Existing and Incumbent Wireline & Wireless Opportunities
§ Metro Expansions
– Strategic Business Agreement with Simply Wireless
§ No-gap, Ubiquitous Global Roaming
§ Rural Communications, serving the underserved
§ MVNO
– Joint Development and Marketing Agreement with telSPACE
Ø Opportunities with Existing Wireless Operators
§ Substantial Additional Services through Increased Spectrum
§ Modernize and Enhance Capabilities through and all IP network
§ Overall Business Opportunity Expansion through Satellite
Ø Full Business Partnerships for new entrant
§ Telematics & Machine-to-Machine Business Models
§ Quad-Play Strategies
§ Internet & DBS models
![](https://capedge.com/proxy/8-K/0001214659-08-000574/ex99_111.jpg)
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Building a 4G All-IP Ecosystem
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Industry Leading Partners and Suppliers
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TerreStar Networks Strategy
Ø Securing License
Ø De-Risking Business
Ø Pre-Subscribing Service
Ø Broadening Exit/Partner Opportunities
Assets & Capabilities
§ Most powerful two-way commercial communications geostationary
satellite
satellite
§ Beam coverage: United States, Canada, Puerto Rico, Hawaii and Alaska
§ Capable of generating approximately 500 simultaneous spot beams
§ TerreStar-2 (spare) underway
§ 2 satellite Gateways
§ ATC global IP license portfolio
Significant Development Progress
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Video
Conferencing
Conferencing
Telematics
Video Sharing
E-mail/Web
LMR/PTT
GPS/LBS
MSS/IM
Call Group
Voice & SMS
Advanced Technology, Diverse Devices;
Unified by the Universal Chipset
Unified by the Universal Chipset
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Finance
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Financing
Transactions
Transactions
§ TerreStar will control an additional 8MHz of nationwide spectrum in the
1.4 GHz frequency
§ The exchange of new TerreStar Preferred shares for spectrum to be
contributed by Harbinger Capital Partners.
contributed by Harbinger Capital Partners.
§ Multiple options with EchoStar:
1) Lease
2) Joint Venture
3) Purchase
Spectrum
Contribution
Transactions
Transactions
§ Sold 14.4 million shares of SKYT for $76 million
§ TerreStar continues to own approximately 30 million shares of SkyTerra
SkyTerra
Stock Sale
Stock Sale
Overview of Recent Capital Raise
§ $50 million of 15% Senior Secured PIK Notes due February 2014
§ $150 million of 6.5% Senior Exchangeable PIK Notes due June 2014
§ $100 million Purchase Money Credit Agreement to finance TerreStar-2 due
February 2013
February 2013
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Balance Sheet Summary
($ millions) | ||||||||
September 30, 2007 | As Adjusted(1) | |||||||
Cash and Cash Equivalents(1) | $ | 198 | $ | 465 | ||||
Escrow for TerreStar-1 construction | 3 | 3 | ||||||
Total Cash | $ | 201 | $ | 468 | ||||
Senior Secured PIK Notes due 2014(2) | 548 | 548 | ||||||
New Sr. Sec. PIK Notes due 2014 | - | 50 | ||||||
Senior Exchangeable Notes due 2014 | - | 150 | ||||||
Purchase Money Credit Facility(3) | - | - | ||||||
Total Debt | $ | 548 | $ | 748 | ||||
Preferred Equity(4) | 409 | 409 | ||||||
Common Equity | 254 | 254 | ||||||
Total Stockholders' Equity | $ | 663 | $ | 663 | ||||
Total Capitalization | $ | 1,211 | $ | 1,411 | ||||
(1) Net proceeds of $191 million from capital raise and $76 million from sale of SKYT stock | ||||||||
(2) Excludes accrued PIK interest of approximately $41 million to March 31, 2008 | ||||||||
(3) $100 million credit facility, full amount remains available | ||||||||
(4) Does not include shares expected to be issued for 1.4 GHz spectrum acquisition |
$ millions | Oct – Sept 2008 | |||
Capital Expenditure Contractual Commitments: | $ | 323 | ||
- Satellites – TerreStar 1 and 2 | ||||
- Satellite Launch | ||||
- ATC Network | ||||
- Handset/Chipset Development | ||||
Launch Insurance | 35-50 | |||
Operating Expense (3Q Annualized) | 125 | |||
Total | $ | 483-$498 | ||
Operating and Capital Expenses
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Ø Parent liquidity from SKYT shares
Ø Vendor financing capacity
Ø Potential equity/debt offering
Near-Term
Capital
Resources
Network Buildout
Ø Estimated $40-60M per market for buildout of ATC network
Ø Initial strategy is to launch in several key markets
![imag](https://capedge.com/proxy/8-K/0001214659-08-000574/ex99_129.jpg)
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AWS-Auction 66
Broadband PCS
MSS
AWS-Auction 66
MSS
Mobile Wireless Spectrum Frequencies (MHz)
§ TSN’s spectrum is equivalent in nature to AWS and PCS spectrum
§ The satellite network and universal chipsetTM are incremental
components to the MSS/ATC architecture
components to the MSS/ATC architecture
Attractive Spectrum Position
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Recent Spectrum Transactions ($/MHz POP)
700 MHz Auction 73 Transactions1 ($/MHz POP)
EA
12MHz2
CMA
12MHz2
REAG
22MHz3
REAG
6MHz2
Block
Type
Amt.
AWS Auction 66 Transactions ($/MHz POP)
EA
20MHz
CMA
20MHz
EA
10MHz
REAG
10MHz
REAG
10MHz
REAG
20MHz
Source: Wall Street Research, FCC Releases
1 Does not include D Block which remains below the reserve price set by the FCC
2 A, B, and E Block winning bidders are required to build out 35% of geographic area covered in 4 years, and 70% in 10 years
3 C Block winning bidder are required to build out 40% of covered population in 4 years, and 75% in 10 years
4 Based on FCC determined value of $4.8 billion. Assumes 290 million US POPs
POPs (M): 46.0 83.0 290.0 73.0 206.6 1,705 196.0 285.6
Total value
($M): $750 $1,400 $4,800 $3,000 $2,04 $13,879 $2,500 $19,155
($M): $750 $1,400 $4,800 $3,000 $2,04 $13,879 $2,500 $19,155
4
1
Substantial Underlying Spectrum Value
![](https://capedge.com/proxy/8-K/0001214659-08-000574/ex99_121.jpg)
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1 Based on IDC Research, March 2006
20+ MHz of
Spectrum
Spectrum
§ ATC eligible S-band spectrum in the 2 GHz range in U.S. and Canada
§ Adjacent to PCS spectrum used by national wireless carriers
§ Significant underlying value based on recent FCC 700MHz Auction
§ Newly announced nationwide spectrum at 1.4 GHz
Strong
Strategic
Relationships
Strategic
Relationships
§ Cooperative Research and Development Agreement with U.S.
federal government in place
federal government in place
§ Vendor relationships for construction and launch of satellite, buildout of
ground segment, and development of universal chipsetTM architecture
ground segment, and development of universal chipsetTM architecture
Advanced
Network &
Technology
Network &
Technology
§ All IP-enabled next generation network
§ Seamlessly integrated satellite and terrestrial system
§ Prioritization of service capability in case of disaster or emergencies
§ Universal chipsetTM architecture
§ High demand for wireless services - $163B¹ revenue opportunity by 2010
§ Governments’ heightened focus on public safety and Homeland Security
§ Enterprises expanding wireless applications to improve operations
Large Market
Opportunity
Opportunity
Scalable
Business Model
Business Model
§ Wholesale / “carrier’s carrier” operating strategy
§ Buildout in several key markets based on customer demand
TerreStar Networks Key Highlights