UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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): April 29,
2009
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GHL
ACQUISITION CORP.
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(Exact
name of registrant
as
specified in charter)
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DELAWARE
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001-33963
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22-1344998
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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300
Park Avenue, 23rd
Floor, New York, NY 10022
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (212)
389-1500
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
Additional
Information and Where to Find It
Participants
in the Solicitation
Item 8.01
Other Event
Item
9.01 Financial Statements and Exhibits
INFORMATION
TO BE INCLUDED IN THIS REPORT
This
communication contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The words “anticipates”, “may”, “can”,
“believes”, “expects”, “projects”, “intends”, “likely”, “will”, “to be” and
other expressions that are predictions of or indicate future events, trends or
prospects and which do not relate to historical matters identify forward-looking
statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of GHL Acquisition Corp. (“GHQ”)
and/or Iridium Holdings LLC (“Iridium
Holdings”) to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements. These risks and uncertainties
include, but are not limited to, uncertainties regarding the timing of the
proposed transaction with Iridium Holdings, whether the transaction will be
approved by GHQ’s stockholders, whether the closing conditions will be satisfied
(including receipt of regulatory approvals), as well as industry and economic
conditions, competitive, legal, governmental and technological
factors. There is no assurance that GHQ’s or Iridium Holdings’
expectations will be realized. If one or more of these risks or
uncertainties materialize, or if our underlying assumptions prove incorrect,
actual results may vary materially from those expected, estimated or
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated
events.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
FILING IS BEING MADE WITH RESPECT TO GHQ’S PROPOSED ACQUISITION (THE “ACQUISITION”) OF IRIDIUM
HOLDINGS AND RELATED TRANSACTIONS. IN CONNECTION WITH THESE
PROPOSED TRANSACTIONS, GHQ HAS FILED WITH THE SECURITIES EXCHANGE COMMISSION
(“SEC”) A PRELIMINARY
PROXY STATEMENT AND INTENDS TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS TO GHQ’S STOCKHOLDERS. THE INFORMATION CONTAINED
IN THIS COMMUNICATION IS NOT COMPLETE AND MAY BE CHANGED. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISIONS, GHQ’S STOCKHOLDERS AND OTHER
INTERESTED PERSONS ARE URGED TO READ GHQ’S PRELIMINARY PROXY STATEMENT, ANY
AMENDMENTS THERETO, AND, WHEN IT BECOMES AVAILABLE, THE DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH GHQ’S SOLICITATION OF PROXIES FOR THE SPECIAL
MEETING TO BE HELD TO APPROVE THE ACQUISITION AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IRIDIUM
HOLDINGS, GHQ AND THE ACQUISITION. THE DEFINITIVE PROXY STATEMENT
WILL BE MAILED TO GHQ STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR
VOTING ON THE ACQUISITION. STOCKHOLDERS AND OTHER INTERESTED PERSONS
WILL ALSO BE ABLE TO OBTAIN A COPY OF THE PRELIMINARY AND, ONCE IT IS AVAILABLE,
DEFINITIVE PROXY STATEMENTS WITHOUT CHARGE, AT THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV OR BY DIRECTING A REQUEST TO: GHL ACQUISITION
CORP., 300 PARK AVENUE, 23RD FLOOR, NEW YORK, NEW YORK, TELEPHONE: (212)
389-1500.
PARTICIPANTS
IN THE SOLICITATION
GHQ AND
ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES OF GHQ’S STOCKHOLDERS IN CONNECTION WITH THE
ACQUISITION. A LIST OF THE NAMES OF THOSE DIRECTORS AND OFFICERS AND
A DESCRIPTION OF THEIR INTERESTS IN GHQ IS CONTAINED IN GHQ’S REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 AND GHQ’S PRELIMINARY PROXY
STATEMENT WHICH IS FILED WITH THE SEC. GHQ’S STOCKHOLDERS MAY OBTAIN
ADDITIONAL INFORMATION ABOUT THE DIRECT AND INDIRECT INTERESTS OF THE
PARTICIPANTS IN THE ACQUISITION, BY SECURITY HOLDINGS OR OTHERWISE, BY READING
GHQ’S PROXY STATEMENT AND OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN
SUCH INFORMATION BECOMES AVAILABLE.
NOTHING
IN THIS COMMUNICATION SHOULD BE CONSTRUED AS, OR IS INTENDED TO BE, A
SOLICITATION FOR OR AN OFFER TO PROVIDE INVESTMENT ADVISORY
SERVICES.
Item
8.01 Other Event
On April
29, 2009, GHL Acquisition Corp. (“GHQ”) and Iridium Holdings LLC (“Iridium
Holdings”) hosted a conference call at 9:30 a.m. Eastern Time (ET) to discuss
the transactions contemplated by the Transaction Agreement dated September 22,
2008 among GHQ, Iridium Holdings and the other parties named therein, as amended
on April 28, 2009.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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99.1
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Script
of conference call held by GHQ and Iridium Holdings on April 29,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GHL
Acquisition Corp.
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Date:
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April
29, 2009
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By:
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/s/
Harold J. Rodriguez, Jr.
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Name:
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Harold
J. Rodriguez, Jr.
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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EX-99.1
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Script
of conference call held by GHQ and Iridium Holdings on April 29,
2009
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