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TSTR > SEC Filings for TSTR > Form 8-K on 9-Feb-2009All Recent SEC Filings

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Form 8-K for TERRESTAR CORP


9-Feb-2009

Other Events


Item 8.01. Other Events

TerreStar Corporation ("TerreStar") announced that it has been served on February 5, 2009 with a lawsuit filed on December 31, 2008 by Highland Crusader Offshore Partners, L.P. and three of its affiliates (collectively, the "Highland Plaintiffs") in the Court of Chancery of the State of Delaware. The Highland Plaintiffs are the sole remaining holders of Series A Cumulative Convertible Preferred Stock ("Series A Preferred") issued by TerreStar.

In this lawsuit, the Highland Plaintiffs contend that certain financing transactions entered into by TerreStar in February 2008 with Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund LP (collectively, "Harbinger"), EchoStar Corporation and other investors constituted a change in control of TerreStar under the Series A Preferred. The Highland Plaintiffs allege that this change of control occurred in at least two ways: (i) Harbinger acquired control of 58% of TerreStar voting stock; and (ii) Harbinger and EchoStar constitute a group that together acquired control of more than 50% of TerreStar voting stock. The Highland Plaintiffs ask the court to require TerreStar to issue a notice of change of control under the Certificate of Designation for the Series A Preferred and redeem such stock for $90 million plus dividends and escrow premiums. In the alternative, they seek unspecified damages. TerreStar believes these claims are without merit and intends to vigorously defend against this suit.

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