MHR and PSP-backed Telesat goes public on Nasdaq, TSX

Telesat Canada, an Ottawa-based satellite communications operator, has completed its merger with Loral Space & Communications, creating the Canadian-controlled Telesat Corp.

Telesat Canada, an Ottawa-based satellite communications operator, has completed its merger with Loral Space & Communications, creating the Canadian-controlled Telesat Corp. The deal gave Telesat Corp a listing on Nasdaq and the Toronto Stock Exchange under the ticker symbol “TSAT”. MHR Fund Management will hold about 36 percent of the company’s outstanding equity, while PSP Investments will hold 37 percent.

PRESS RELEASE

OTTAWA, Nov. 19, 2021 (GLOBE NEWSWIRE) — Telesat Corporation announced today that it is now a public company and will begin trading on the Nasdaq Global Select Market (“NASDAQ”) and the Toronto Stock Exchange (“TSX”) under the ticker symbol “TSAT”. This follows the closing of Telesat’s previously announced transaction with Loral Space & Communications Inc. (“Loral”) and Public Sector Pension Investment Board (“PSP Investments”) (the “Transaction”), in which Loral’s stockholders and Telesat Canada’s other equityholders have exchanged their interests for equity in Telesat’s new public holding structure. Telesat did not issue new equity to raise additional cash financing as part of the Transaction.

Telesat Canada and Loral have become subsidiaries of Telesat Corporation, the Canadian controlled and incorporated public holding company formed in connection with the Transaction. Telesat Corporation will continue to be led by Telesat’s President and Chief Executive Officer Dan Goldberg.

“Today’s announcement marks a major milestone for Telesat, driving forward our plans for growth, innovation and increased value for our customers, partners, employees and shareholders,” said Goldberg. “By rationalizing our corporate structure and providing access to the public equity markets, this dual-listing enhances Telesat’s ability to execute on its compelling investment opportunities to drive our growth—and the future of global broadband connectivity—including our transformative Telesat Lightspeed Low Earth Orbit satellite network.”

Dr. Mark H. Rachesky, Chairman of the Board of Telesat, added “I commend the management team for developing and advancing our revolutionary global connectivity solution. Today, by executing this strategically important transaction, we have aligned ownership and positioned Telesat to realize the significant value of our world-class assets for all equityholders.”

In the Transaction, each share of Loral common stock has been converted into the right to receive either one share of Telesat Corporation or one unit of Telesat Partnership LP (“Telesat Partnership”). PSP Investments and other shareholders of Telesat Canada have also exchanged their shares or equity awards into shares or equity awards of Telesat Corporation or units of Telesat Partnership.

In total, Telesat Corporation and Telesat Partnership are expected to have 49,546,940 shares and units outstanding, of which a total of 11,907,246 Class A common shares and Class B variable voting shares of Telesat Corporation will be outstanding initially. The Class A common shares and Class B variable voting shares of Telesat Corporation are listed for trading on NASDAQ and TSX, under the stock symbol TSAT. The equity securities of Telesat Corporation and Telesat Partnership that are not listed for trading consist of Class C shares of Telesat Corporation and units of Telesat Partnership, which are convertible into Class A common shares and Class B variable voting shares of Telesat Corporation in accordance with their terms. (See Exhibit 1, for further detail.)

Telesat’s Board of Directors will have a majority of Canadian directors and will include current Telesat Canada board members Mélanie Bernier, Michael Boychuk, Richard Fadden, Henry (Hank) Intven, Dr. Mark H. Rachesky, Guthrie Stewart and Michael B. Targoff, along with new directors

Jason A. Caloras, MHR Fund Management LLC Principal
Jane Craighead, Chartered Professional Accountant and former Scotiabank Senior Vice President, Global Human Resources
Dan Goldberg, Telesat President and CEO

Following the completion of the Transaction, affiliated funds of MHR Fund Management LLC hold securities representing approximately 36% of Telesat’s outstanding equity (on a combined basis), and PSP Investments beneficially holds securities representing approximately 37% of Telesat’s outstanding equity (on a combined basis).

In connection with the transaction, Goldman Sachs & Co. LLC and BMO Capital Markets acted as financial advisors to Telesat and Wachtell, Lipton, Rosen & Katz and Stikeman Elliott LLP acted as legal counsel to Telesat. J.P. Morgan advised Telesat on the structuring of the transaction.

Additional information with respect to the equity securities of Telesat Corporation is available in the report on Form 6-K of Telesat Corporation, filed with the U.S. Securities and Exchange Commission on the date hereof, and in the non-offering prospectus of Telesat Corporation and Telesat Partnership dated November 16, 2021 on the website maintained by the Canadian securities regulatory authorities at the System for Electronic Document Analysis and Retrieval at www.sedar.com.

A registration statement relating to the Telesat Corporation shares and the Telesat Partnership units was filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the non-offering prospectus may be obtained free of charge through the website maintained by the Canadian securities regulatory authorities at the System for Electronic Document Analysis and Retrieval at www.sedar.com and the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov.

About Telesat
Backed by a legacy of engineering excellence, reliability and industry-leading customer service, Telesat Corporation (“Telesat”) (NASDAQ and TSX: TSAT) is one of the largest and most successful global satellite operators. Telesat works collaboratively with its customers to deliver critical connectivity solutions that tackle the world’s most complex communications challenges, providing powerful advantages that improve their operations and drive profitable growth.

Continuously innovating to meet the connectivity demands of the future, Telesat Lightspeed, the company’s Low Earth Orbit (LEO) satellite network, will be the first and only LEO network optimized to meet the rigorous requirements of telecom, government, maritime and aeronautical customers. Operating under its international priority Ka-band spectrum rights, Telesat Lightspeed will redefine global satellite connectivity with ubiquitous, affordable, high-capacity links with fibre-like speeds. For updates on Telesat, follow us on Twitter, LinkedIn, or visit www.telesat.com.