12-12080-scc Doc 1166 Filed 12/31/13 Entered 12/31/13 11:06:44 Main Document Pg 1 of 689 Matthew S. Barr Steven Z. Szanzer Karen Gartenberg MILBANK, TWEED, HADLEY & MCCLOY LLP One Chase Manhattan Plaza New York, NY 10005-1413 (212) 530-5000 Counsel to Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) LIGHTSQUARED INC., et al., ) Case No. 12-12080 (SCC) ) Debtors.1 ) Jointly Administered ) NOTICE OF FILING OF REVISED SPECIFIC DISCLOSURE STATEMENT FOR (I) DEBTORS’ REVISED SECOND AMENDED JOINT PLAN PURSUANT TO CHAPTER 11 OF BANKRUPTCY CODE AND (II) INC. DEBTORS’ REVISED JOINT PLAN PURSUANT TO CHAPTER 11 OF BANKRUPTCY CODE PLEASE TAKE NOTICE that LightSquared Inc. and certain of its affiliates, as debtors and debtors in possession (collectively, “LightSquared” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby file, as Exhibit A hereto, the Debtors’ Revised Specific Disclosure Statement for Debtors’ Revised Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code (as amended, supplemented, or modified from time to time, the “Revised Specific Disclosure Statement”). The Revised Specific Disclosure Statement includes 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal or foreign tax or registration identification number, are: LightSquared Inc. (8845), LightSquared Investors Holdings Inc. (0984), One Dot Four Corp. (8806), One Dot Six Corp. (8763), SkyTerra Rollup LLC (N/A), SkyTerra Rollup Sub LLC (N/A), SkyTerra Investors LLC (N/A), TMI Communications Delaware, Limited Partnership (4456), LightSquared GP Inc. (6190), LightSquared LP (3801), ATC Technologies, LLC (3432), LightSquared Corp. (1361), LightSquared Finance Co. (6962), LightSquared Network LLC (1750), LightSquared Inc. of Virginia (9725), LightSquared Subsidiary LLC (9821), Lightsquared Bermuda Ltd. (7247), SkyTerra Holdings (Canada) Inc. (0631), SkyTerra (Canada) Inc. (0629), and One Dot Six TVCC Corp. (0040). The location of the debtors’ corporate headquarters is 10802 Parkridge Boulevard, Reston, VA 20191. 12-12080-scc Doc 1166 Filed 12/31/13 Entered 12/31/13 11:06:44 Main Document Pg 2 of 689 as an exhibit thereto the Debtors’ Revised Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code (as amended, modified, or supplemented, the “Plan”),2 and the Plan includes as an exhibit thereto the Inc. Debtors’ Revised Joint Plan Pursuant to Chapter 11 of Bankruptcy Code (as amended, modified, or supplemented, the “Alternate Inc. Debtors Plan”). To the extent that the Bankruptcy Court does not approve and confirm the transactions set forth in the Plan, the Plan will toggle to the Alternate Inc. Debtors Plan, and the Inc. Debtors will pursue confirmation and consummation of the Alternate Inc. Debtors Plan. PLEASE TAKE FURTHER NOTICE that, after a hearing held on December 30, 2013, the Bankruptcy Court authorized the solicitation of the Plan and approved the following amended dates and deadlines with respect thereto:3 (a) Plan Supplement Date: December 31, 2013.4 (b) Voting Deadline: January 15, 2014 at 4:00 p.m. (prevailing Pacific time). (c) Deadline to submit objections to the Plan and the Alternate Inc. Debtors Plan: January 15, 2014 at 4:00 p.m. (prevailing Eastern time). (d) Deadline to submit Voting Report: January 17, 2014 at 4:00 p.m. (prevailing Eastern time). 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the (a) Plan, (b) Alternate Inc. Debtors Plan, or (c) Order (I) Approving Disclosure Statements, (II) Approving Solicitation and Notice Procedures with Respect to Confirmation of Competing Plans, (III) Approving Forms of Various Ballots and Notices in Connection Therewith, (IV) Approving Scheduling of Certain Dates in Connection with Confirmation of Competing Plans, and (V) Granting Related Relief [Docket No. 919] (as amended, supplemented, or modified from time to time, the “Original Disclosure Statement Order”), as applicable. 3 The Debtors anticipate that the Order Authorizing LightSquared’s Motion Seeking Approval of LightSquared’s Revised Specific Disclosure Statement and Shortened Time To Object to Confirmation of LightSquared’s Revised Second Amended Plan and Re-Solicitation Thereof (the “Second Disclosure Statement Order”) will be entered by the Bankruptcy Court shortly after the filing of this Notice. 4 The documents contained in the Plan Supplement for each of the Plan and the Alternate Inc. Debtors Plan are integral to, and part of, the Plan and the Alternate Inc. Debtors Plan (as applicable), and, if either the Plan or the Alternate Inc. Debtors Plan is confirmed, the respective Plan Supplement shall be deemed approved in the order confirming the Plan or the Alternate Inc. Debtors Plan (as applicable). LightSquared reserves the right to alter, amend, modify, or supplement any of the documents contained in each Plan Supplement and may file additional supplements. 2 12-12080-scc Doc 1166 Filed 12/31/13 Entered 12/31/13 11:06:44 Main Document Pg 3 of 689 (e) Deadline to submit confirmation brief in support of Plan and Alternate Inc. Debtors Plan and in response to objections thereto: January 19, 2014 at 4:00 p.m. (prevailing Eastern time). (f) Confirmation Hearing: January 21, 2014 at 10:00 a.m. (prevailing Eastern time). PLEASE TAKE FURTHER NOTICE that the solicitation of the Plan and the Ballots submitted therefor shall be deemed to supersede and revoke all prior solicitations of prior chapter 11 plans filed by the Debtors and all Ballots submitted therefor. For the avoidance of doubt, the Second Disclosure Statement Order, and the solicitation contemplated thereby, shall in no way affect the votes on Ballots received by the Claims and Solicitation Agent with respect to the (a) First Amended Joint Chapter 11 Plan for LightSquared LP, ATC Technologies, LLC, LightSquared Corp., LightSquared Inc. of Virginia, LightSquared Subsidiary LLC, LightSquared Finance Co., LightSquared Network LLC, Lightsquared Bermuda Ltd., SkyTerra Holdings (Canada) Inc., and SkyTerra (Canada) Inc., Proposed by the Ad Hoc Secured Group of LightSquared LP Lenders [Docket No. 917], (b) Chapter 11 Plan for One Dot Six Corp. Proposed by U.S. Bank National Association and Mast Capital Management, LLC [Docket No. 913], or (c) Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code Proposed by Harbinger Capital Partners, LLC [Docket No. 912]. PLEASE TAKE FURTHER NOTICE that LightSquared hereby also files, as Exhibit B hereto, copies of the release, injunction, and related provisions contained in the Plan and the Alternate Inc. Debtors Plan. Holders of Allowed Claims or Allowed Equity Interests who have the right to vote on the Plan are advised and encouraged to read, in their entirety, the Plan and the Alternate Inc. Debtors Plan, the Revised Specific Disclosure Statement, and the General Disclosure Statement, including, without limitation, the release, injunction, and related provisions set forth in the Plan and Alternate Inc. Debtors Plan. 3 12-12080-scc Doc 1166 Filed 12/31/13 Entered 12/31/13 11:06:44 Main Document Pg 4 of 689 PLEASE TAKE FURTHER NOTICE that the Revised Specific Disclosure Statement, Plan, and all exhibits thereto, may be viewed for free at the website of LightSquared’s Claims and Solicitation Agent, Kurtzman Carson Consultants LLC (“KCC”), at http://www.kccllc.net/lightsquared or for a fee on the Bankruptcy Court’s website at www.nysb.uscourt.gov. To access documents on the Bankruptcy Court’s website, you will need a PACER password and login, which can be obtained at http://www.pacer/psc/uscourt.gov. To obtain hard copies of the Plan Supplements, please contact KCC at (877) 499-4509 or by e-mail at [email protected]. PLEASE TAKE FURTHER NOTICE that a hearing to consider the confirmation of the Plan and the Alternate Inc. Debtors Plan (the “Confirmation Hearing”) will commence on January 21, 2014 at 10:00 a.m. (prevailing Eastern time) before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in the Bankruptcy Court. Please be advised that the Confirmation Hearing may be continued from time to time by the Bankruptcy Court without further notice other than by such adjournment being announced in open court or by a notice of adjournment being filed with the Bankruptcy Court and served on parties entitled to notice under Bankruptcy Rule 2002 and the local rules of the Bankruptcy Court or otherwise. PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the Plan and the Alternate Inc. Debtors Plan must be made in writing, conform to the Federal Rules of Bankruptcy Procedure and the Local Rules for the Bankruptcy Court for the Southern District of New York, set forth the basis for the objection and the specific grounds therefor, and be filed with the Bankruptcy Court (a) by registered users of the Bankruptcy Court’s case filing system, electronically in accordance with General Order M 399 (which can be found at http://nysb.uscourts.gov) and (b) by all other parties in interest, in text-searchable portable 4 12-12080-scc Doc 1166 Filed 12/31/13 Entered 12/31/13 11:06:44 Main Document Pg 5 of 689 document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399 and shall be served in accordance with General Order M 399 upon each of the following: (i) LightSquared Inc., 10802 Parkridge Boulevard, Reston, VA 20191, Attn: Marc R. Montagner and Curtis Lu, Esq.; (ii) counsel to LightSquared, Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza, New York, NY 10005, Attn: Matthew S. Barr, Esq., Steven Z. Szanzer, Esq., and Karen Gartenberg, Esq.; (iii) counsel to the special committee of the boards of directors for LightSquared Inc.