Item 8.01. Other Events

On October 9, 2009, TerreStar Corporation, a Delaware corporation (the "Company"), TerreStar Holdings Inc., a Delaware corporation and a newly-formed, direct wholly-owned subsidiary of TSC ("Holdings") and TerreStar Networks Inc., a Delaware corporation and an indirect and majority-owned subsidiary of the Company ("TSN" and together with the Company and Holdings, the "Companies") launched offers to exchange (each, an "Exchange Offer" and collectively, the "Exchange Offers") the preferred stock of the Companies for the Series F Preferred Stock and Series G Junior Preferred Stock of Holdings. In connection with the Exchange Offers, the Company is also soliciting (the "Solicitation," and together with the Exchange Offers, the "Exchange Offers and Solicitation") consents (the "Consents") to certain proposed amendments to the certificate of designation of the Company's Series B Cumulative Convertible Preferred Stock.

The Exchange Offers and Solicitation will expire at 5:00 p.m., New York City time, on November 10, 2009, unless extended or earlier terminated. Withdrawal rights for tenders of each series of preferred stock offered to be exchanged and revocation rights for Consents will expire on November 10, 2009.

The terms Exchange Offers, including the terms of the new securities offered thereby, and Solicitation are set forth in the Schedule TO filed by the Company with Securities and Exchange Commission on October 9, 2009. The Exchange Offers and the Solicitation are subject to certain conditions, including a condition that at least 90% of the preferred stock offered to be exchanged is tendered, which may be waived at the Companies' discretion.

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