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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:) July 29, 1999
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Iridium LLC
Delaware 0-22637-01 52-1984342
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Operating LLC
Delaware 0-22637-02 52-2066319
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium World Communications Ltd.
Bermuda 0-22637 52-2025291
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
(441) 295-5950
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Iridium Capital Corporation
Delaware 333-31741-03 52-2048739
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium IP LLC
Delaware 333-31741-01 52-2048736
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Roaming LLC
Delaware 333-31741-02 52-2048734
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Facilities Corporation
Delaware 33-44349-04 52-2083969
(State or other (Commission File Number) (I.R.S. Employer Identification Number)
jurisdiction of
organization)
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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This current report on Form 8-K is filed jointly by Iridium LLC (the
"Parent"), Iridium Operating LLC ("Operating"), Iridium World Communications
Ltd. ("IWCL"), Iridium Capital Corporation ("Capital"), Iridium Roaming LLC
("Roaming"), Iridium IP LLC ("IP") and Iridium Facilities Corporation
("Facilities").
IWCL acts as a member of the Parent and has no other business. Operating is
a wholly owned subsidiary of the Parent. The business of Operating, operating
the Iridium system and offering Iridium services, constitutes substantially all
of the business of the Parent. Capital, Roaming, IP and Facilities are wholly
owned subsidiaries of Operating.
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Item 5. Other Events
Iridium LLC and its wholly owned operating subsidiary, Iridium Operating
LLC ("Iridium") are in the process of negotiating a capital restructuring with
their various creditors, vendors and equity holders.
In connection with negotiations regarding the restructuring, Iridium has
received a copy of a letter, dated July 29, 1999 (the "Chase Letter"), to
Motorola, Inc. ("Motorola") from The Chase Manhattan Bank ("Chase"), as
Administrative Agent under Iridium's $800 million Secured Credit Agreement (the
"Secured Credit Agreement").
The Chase Letter, in an apparent attempt to preserve a position, asserts
that an event of default has occurred under the Secured Credit Agreement. This
assertion is based on the claim that a "triggering" event under the Secured
Credit Agreement occurred and, accordingly, Iridium is required to demand that
Motorola provide a guarantee of $300 million of Iridium's borrowings under the
Secured Credit Agreement and that Iridium has failed to make such a demand on a
timely basis.
If an event of default under the Secured Credit Agreement had occurred,
Iridium would also be in default under its $750 million Credit Agreement
guaranteed by Motorola (the "Guaranteed Credit Agreement") as a result of
cross-default provisions in the Guaranteed Credit Agreement, and, if the lenders
under the Secured Credit Agreement or the Guaranteed Credit Agreement
accelerated the loans thereunder as a result of an event of default, Iridium
also would be in default under its approximately $1.45 billion of Senior Notes.
Each of Iridium and Motorola believe that no "triggering" event under the
Secured Credit Agreement has occurred and, accordingly, an event of default
under the Secured Credit Agreement for failure to demand a guarantee has not
occurred.
Iridium believes that the Chase Letter will not have a significant effect
on the continuing restructuring negotiations among Motorola, Iridium, Iridium's
bank lenders, its bond holders and its equity holders.
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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 WORLD COMMUNICATIONS LTD.
By_________/S/_________________
Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM LLC
By________/S/__________________
Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM OPERATING LLC
By___________/S/_______________
Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM CAPITAL CORPORATION
By___________/S/_______________
Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM IP LLC
By___________/S/_______________
Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM ROAMING LLC
By____________/S/______________
Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM FACILITIES CORPORATION
By_____________/S/_____________
Name: F. Thomas Tuttle
Title: Secretary
Date: August 2, 1999