EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
LORAL CYBERSTAR, INC.
OFFER TO EXCHANGE
LORAL CYBERSTAR'S 10% SENIOR NOTES DUE 2006 GUARANTEED BY
LORAL SPACE & COMMUNICATIONS LTD. AND
WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF LORAL SPACE & COMMUNICATIONS LTD.
FOR
LORAL CYBERSTAR'S OUTSTANDING
11 1/4% SENIOR NOTES DUE 2007 AND
12 1/2% SENIOR DISCOUNT NOTES DUE 2007
Registered holders of Loral CyberStar's Outstanding 11 1/4% Senior Notes Due
2007 and 12 1/2% Senior Discount Notes due 2007 (the "Existing Notes") who wish
to tender their Existing Notes in exchange for 10% Senior Notes Due 2006
Guaranteed by Loral Space and Warrants to Purchase Shares of Common Stock of
Loral Space, and whose Existing Notes are not immediately available or who
cannot deliver their Existing Notes and Letter of Transmittal (and any other
documents required by the Letter of Transmittal) to Bankers Trust Company (the
"Exchange Agent") prior to the Expiration Date, may use this Notice of
Guaranteed Delivery or one substantially equivalent hereto. This Notice of
Guaranteed Delivery may be delivered by hand or sent by facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) or letter to the Exchange Agent. See "The Exchange
Offer -- Procedures for Tendering" in the Prospectus.
To: The Bankers Trust Company (the "Exchange Agent")
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By Mail: By Facsimile Transmission: By Overnight Carrier:
BT Services Tennessee, Inc. (615) 835-3701 BT Services Tennessee, Inc.
Reorganization Unit (For Eligible Institutions Only) Reorganization Unit
P.O. Box 292737 Confirm by Telephone: 648 Grassmere Park Rd.
Nashville, TN 37229-2737 (800) 735-7777 Nashville, TN 37211
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE,
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an eligible
guarantor institution within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, such signature guarantee must appear in the applicable
space provided on the Letter of Transmittal for Guarantee of Signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Existing Notes
indicated below, upon the terms and subject to the conditions contained in the
Prospectus and Consent Solicitation dated November , 2001 of Loral CyberStar,
Inc. (the "Prospectus"), receipt of which is hereby acknowledged.
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Description of Securities Tendered
Sign Here
Principal Amount of Existing
Notes Tendered --------------------------------------- Signature(s) ------------------------------------------
--------------------------------------------------------
Certificate Nos.
(if available) Please Print the Following Information
- ------------------------------------------
Name(s) (as it appears on the outstanding Existing
Total Principal Amount Notes)
Represented by Existing Notes ----------------------- --------------------------------------------------------
--------------------------------------------------------
Certificate(s) ----------------------------------------- Address -----------------------------------------------
--------------------------------------------------------
Account Number ------------------------------------- Area Code and Tel. No(s). ---------------------------
--------------------------------------------------------
Dated: ------------, 2001
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STATE INVESTOR SUITABILITY
FOR RESIDENTS OF:
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ARIZONA ARKANSAS GEORGIA IDAHO ILLINOIS
INDIANA KENTUCKY MINNESOTA NEW JERSEY NORTH DAKOTA
OREGON PENNSYLVANIA TENNESSEE TEXAS UTAH
WISCONSIN
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If the undersigned is a resident of any of the above states and the undersigned
is tendering any Existing Notes, we have been instructed by Loral CyberStar not
to accept the undersigned's instruction unless either (1) the undersigned's
state securities regulatory authority has qualified the offer and sale of the
New Notes in the undersigned's state; or (2) the undersigned has checked one of
the following boxes:
[ ] The undersigned is a "Qualified Institutional Buyer", as defined
in Rule 144A under the Securities Act of 1933, as amended.
[ ] The undersigned is a bank, savings institution, trust company,
insurance company, "investment company" (as defined under the Investment
Company Act of 1940, as amended), pension or profit-sharing trust,
financial institution or institutional buyer (in each case, as defined in
the securities laws of the undersigned's state of residence).
2
FOR RESIDENTS OF CALIFORNIA:
If the undersigned is a resident of CALIFORNIA and the undersigned is
tendering any Existing Notes, we have been instructed by Loral CyberStar not to
accept the undersigned's instruction unless either (1) the California Department
of Corporations has qualified the sale of the New Notes in California; or (2)
the undersigned has checked one of the following boxes:
[ ] The undersigned is a bank, savings and loan association, trust
company, insurance company, investment company registered under the
Investment Company Act of 1940, pension or profit-sharing trust (other than
a pension or profit-sharing trust of the issuer, a self-employed individual
retirement plan, or individual retirement account), in each case, within
the meaning of Section 25102(i) of the California Corporate Securities Law
of 1968.
[ ] The undersigned is an organization described in Section 501(c)(3)
of the Internal Revenue Code, as amended on December 29, 1981, which has
total assets (including endowment, annuity and life income funds) of not
less than $5,000,000 according to its most recent audited financial
statements, as described in Rule 260.102.10(a) of the Blue Sky Regulations
promulgated under the California Corporate Securities Law of 1968.
[ ] The undersigned is a corporation which has a net worth on a
consolidated basis according to its most recent audited financial
statements of not less than $14,000,000, as described in Rule 260.102.10(b)
of the Blue Sky Regulations promulgated under the California Corporate
Securities Law of 1968.
FOR RESIDENTS OF OHIO:
If the undersigned is a resident of OHIO and you are tendering any Existing
Notes, we have been instructed by Loral CyberStar not to accept the
undersigned's instruction unless either (1) the Ohio Commissioner of Securities
has qualified the sale of the New Notes in Ohio; or (2) the undersigned has
checked one of the following boxes:
[ ] The undersigned is a "Qualified Institutional Buyer", as defined
in Rule 144A under the Securities Act of 1933, as amended.
[ ] The undersigned is a corporation, bank, insurance company, any
corporation, bank, insurance company, pension fund or profit fund,
employees' profit-sharing trust, any association engaged (as a substantial
part of its business or operations) in purchasing or holding securities or
any trust in respect of which a bank is trustee or co-trustee (in each
case, as defined in Ohio Securities Act).
FOR RESIDENTS OF MICHIGAN:
If the undersigned is a resident of MICHIGAN and the undersigned is
tendering any Existing Notes, we have been instructed by Loral CyberStar not to
accept the undersigned's instruction unless either (1) the Michigan Commissioner
of Securities has qualified the sale of the New Notes in Michigan; or (2) the
undersigned has checked the following box:
[ ] The undersigned is a bank, savings institution, trust company,
insurance company, investment company (as defined in the Investment Company
Act of 1940, as amended) the federal national mortgage association, the
federal home loan mortgage corporation, the government national mortgage
association, a pension or profit-sharing trust the assets of which are
managed by an institutional manager, the treasurer of the State of
Michigan, an other financial institution, a broker-dealer (whether the
purchaser is acting for itself or in some fiduciary capacity), or a lender
approved by the federal housing administration and who has satisfied any
additional requirements established by the administrator by rule or order.
3
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office, branch,
agency or correspondent in the United States, hereby guarantees to deliver to
the Exchange Agent at its address set forth above, the certificates representing
the Existing Notes, together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), with any required signature guarantees,
and any other documents required by the Letter of Transmittal within three New
York Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
Name of Firm
- --------------------------------------------------------------------------------
Authorized Signature
- --------------------------------------------------------------------------------
Title
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
Number and Street or P.O. Box
- --------------------------------------------------------------------------------
City, State, Zip Code
- --------------------------------------------------------------------------------
Area Code and Tel. No.
- --------------------------------------------------------------------------------
Dated: __________, 2001
DO NOT SEND CERTIFICATES FOR EXISTING NOTES WITH THIS FORM. THEY SHOULD BE SENT
TO THE EXCHANGE AGENT WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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