SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)
SkyTerra Communications, Inc.
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(Name of Issuer)
Voting Common Stock
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(Title of Class of Securities)
83087K107
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(CUSIP Number)
Joel B. Piassick
2100 Third Avenue North, Suite 600
Birmingham, Alabama 35203
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 2009
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
28,829,397
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
28,829,397
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,829,397
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
28,829,397
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
28,829,397
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,829,397
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
28,829,397
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
28,829,397
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,829,397
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
13,619,823
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
13,619,823
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,619,823
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
13,619,823
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
13,619,823
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,619,823
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC - New York, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
14,636,779
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
14,636,779
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,636,779
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
14,636,779
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
14,636,779
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,636,779
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
43,466,176
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
43,466,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,466,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
43,466,176
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
43,466,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,466,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
43,466,176
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
43,466,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,466,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------------------
Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JANUARY 13, 2009.
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D/A is being filed by Harbinger Capital Partners Master
Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore
Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master
Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger
Capital Partners Special Situations Fund, L.P. (the "Special Fund"), Harbinger
Capital Partners Special Situations GP, LLC, the general partner of the Special
Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"),
Harbert Management Corporation ("HMC"), the parent of HMCNY, Philip Falcone, a
member of HMC Investors, a shareholder of HMC and the portfolio manager of the
Master Fund and the Special Fund, Raymond J. Harbert, a member of HMC Investors
and a shareholder of HMC, and Michael D. Luce, a member of HMC Investors and a
shareholder of HMC (each of the Master Fund, Harbinger Management, HMC
Investors, HMC, Special Fund, HCPSS, HMCNY, Philip Falcone, Raymond J. Harbert
and Michael D. Luce may be referred to herein as a "Reporting Person" and
collectively may be referred to as "Reporting Persons").
The Master Fund is a Cayman Islands corporation with its principal business
address at c/o International Fund Services (Ireland) Limited, Third Floor,
Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger
Management, HMC Investors and HCPSS is a Delaware limited liability company. The
Special Fund is a Delaware limited partnership. HMC is an Alabama corporation.
HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert and
Michael D. Luce is a United States citizen. The principal business address for
each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue,
16th Floor, New York, New York 10022. The principal business address for each of
Harbinger Management, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce
is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.
(d, e) NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JANUARY 13, 2009.
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Item 3. Source and Amount of Funds or Other Consideration.
Please see discussion in Item 4 below regarding the arrangements pursuant to
which Harbinger (as defined below) provided the Escrow Agent (as defined below)
funds required to purchase the Additional Shares (as defined below).
As of the date hereof the Master Fund may be deemed to beneficially own
28,829,397 Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
28,829,397 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 28,829,397
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
13,619,823 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 13,619,823 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 14,636,779 Shares.
As of the date hereof HMC may be deemed to beneficially own 14,636,779 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
43,466,176 Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
43,466,176 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
43,466,176 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON JANUARY 13, 2009
IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
The Reporting Persons have entered into amendments to agreements regarding the
acquisition of additional securities of the Issuer for investment. Other than as
expressly set forth in Item 4 and Item 6 herein, the Reporting Persons have no
plans or proposals as of the date of this filing which relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
On January 28, 2009 and January 29, 2009, Wells Fargo Bank, National Association
(the "Escrow Agent"), as escrow agent pursuant to that certain Escrow Agreement
(as amended, the "Escrow Agreement"), dated November 7, 2008, between Harbinger
Capital Partners Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital
Partners Special Situations Fund, L.P. (the "Special Fund" and together with the
Master Fund, "Harbinger"), and the Escrow Agent (together with Harbinger, the
"Escrow Agreement Parties"), as amended pursuant to that certain Amendment No. 1
to Escrow Agreement, dated January 27, 2009, between the Escrow Agreement
Parties, acquired an aggregate of 990,698 (the "Additional Shares") shares of
voting common stock, par value $0.01 per share, of the Issuer. 200,500 of the
Additional Shares were purchased on January 28, 2009, and 790,198 of the
Additional Shares were purchased on January 29, 2009. The average price per
share for the January 28, 2009, purchases was $1.428 per share, and the average
price per share for the January 29, 2009 purchases was $1.86 per share. Such
purchases were effected pursuant to a series of open-market transactions.
Harbinger provided the Escrow Agent the funds to purchase the Additional Shares
pursuant to the Escrow Agreement as described below.
Pending the receipt of approval from the Federal Communications Commission (the
"FCC") of Harbinger's pending application seeking authority to own up to 100% of
the issued and outstanding stock of the Issuer, there are certain limitations on
the number of shares of the Issuer that the Harbinger and its affiliates may
acquire. These limitations would prevent Harbinger from owning all of the shares
that are subject to the Escrow Agreement. Pursuant to the Escrow Agreement, the
Escrow Agent has agreed to acquire and hold securities of the Issuer (such
securities, together with any distributions thereon, the "Wells Fargo Escrowed
Property"). Harbinger may cause the Escrow Agent to acquire securities of the
Issuer pursuant to private purchases, open-market transactions and one or more
tender offers by providing the Escrow Agent with the funds necessary to effect
such acquisitions, in each case, in accordance with the terms of the Escrow
Agreement.
Until the Escrow Agent has received a written opinion (the "Opinion of FCC
Counsel") from Harbinger's special FCC counsel that Harbinger has received all
FCC approvals that are required for Harbinger to acquire the Wells Fargo
Escrowed Property ("FCC Approval"), (i) title to the Wells Fargo Escrowed
Property shall remain in the Escrow Agent and any portion of the Wells Fargo
Escrowed Property consisting of securities of the Issuer shall remain registered
on the books of Issuer in the name of the Escrow Agent or its nominees and (ii)
the Escrow Agent shall have the right to exercise all voting rights associated
with the any portion of the Wells Fargo Escrowed Property consisting of
securities of the Issuer. Upon the Escrow Agent's receipt of the Opinion of FCC
Counsel, the Escrow Agent shall transfer and deliver the Wells Fargo Escrowed
Property to the Master Fund, the Special Fund or such of their respective
nominees as they may designate. In the event that Harbinger provides the Escrow
Agent written notice that Harbinger has failed to receive FCC Approval or that
Harbinger has determined that it will not seek, or has abandoned its efforts to
seek, FCC Approval, the Escrow Agent shall execute a sale of the Wells Fargo
Escrowed Property and then remit the proceeds from such sale to Harbinger.
As described in Item 4 of the Schedule 13D/A filed on September 17, 2008, the
Pledged Property (as defined in Item 4 of the Schedule 13D/A filed on September
17, 2008) was previously held as pledged property by the Collateral Agent (as
defined in Item 4 of the Schedule 13D/A filed on September 17, 2008) for the
benefit of Harbinger pursuant to the Pledge Agreement (as defined in Item 4 of
the Schedule 13D/A filed on September 17, 2008). On November 7, 2008, the Pledge
Agreement was terminated and the Pledged Property was transferred to the Escrow
Agent to be held pursuant to the Escrow Agreement. As a result of such transfer,
the Wells Fargo Escrowed Property includes the Pledged Property and the
Additional Shares.
The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Board of Directors, other significant
stockholders and others regarding alternatives that the Issuer could employ to
increase stockholder value.
The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own and/or change the
number of shares the Escrow Agent may be deemed to beneficially own.
The Reporting Persons reserve the right to act in concert with any other
stockholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of actions to the Issuer's
management, the Board of Directors, the Issuer's stockholders and others.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 28,829,397 Shares, constituting 46.2% of the Shares of the Issuer,
based upon 62,334,847* Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 28,829,397 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 28,829,397 Shares.
As used herein, the term Escrowed Property shall include the Wells Fargo
Escrowed Property (as defined above) and the Escrowed Property (as defined in
Item 4 of the Schedule 13D/A filed on April 9, 2008). The Master Fund
specifically disclaims beneficial ownership of the Escrowed Property until such
time as the Escrowed Property is delivered and transferred to the Master Fund.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 28,829,397 Shares, constituting 46.2% of the Shares of the
Issuer, based upon 62,334,847* Shares outstanding as of the date of this filing.
Harbinger Management has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 28,829,397 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 28,829,397 Shares.
Harbinger Management specifically disclaims beneficial ownership of the Escrowed
Property (as defined herein) until such time as the Escrowed Property is
delivered and transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 28,829,397 Shares, constituting 46.2% of the Shares of the Issuer,
based upon 62,334,847* Shares outstanding as of the date of this filing.
HMC Investors has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 28,829,397 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 28,829,397 Shares.
HMC Investors specifically disclaims beneficial ownership of the Escrowed
Property (as defined herein) until such time as the Escrowed Property is
delivered and transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 13,619,823 Shares, constituting 25.3% of the Shares of the
Issuer, based upon 53,852,005* Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 13,619,823 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 13,619,823 Shares.
The Special Fund specifically disclaims beneficial ownership of the Escrowed
Property (as defined herein) until such time as the Escrowed Property is
delivered and transferred to the Special Fund.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
13,619,823 Shares, constituting 25.3% of the Shares of the Issuer, based upon
53,852,005* Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 13,619,823 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 13,619,823 Shares.
HCPSS specifically disclaims beneficial ownership of the Escrowed Property (as
defined herein) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of
14,636,779 Shares, constituting 27.2% of the Shares of the Issuer, based upon
53,852,005* Shares outstanding as of the date of this filing.
HMCNY has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 14,636,779 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 14,636,779 Shares.
HMCNY specifically disclaims beneficial ownership of the Escrowed Property (as
defined herein) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of
14,636,779 Shares, constituting 27.2% of the Shares of the Issuer, based upon
53,852,005* Shares outstanding as of the date of this filing.
HMC has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 14,636,779 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 14,636,779 Shares.
HMC specifically disclaims beneficial ownership of the Escrowed Property (as
defined in herein) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 43,466,176 Shares, constituting 63.8% of the Shares of the Issuer,
based upon 68,100,274* Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 43,466,176 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 43,466,176 Shares.
Mr. Falcone specifically disclaims beneficial ownership of the Escrowed Property
(as defined herein) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 43,466,176 Shares, constituting 63.8% of the Shares of the
Issuer, based upon 68,100,274* Shares outstanding as of the date of this filing.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 43,466,176 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 43,466,176 Shares.
Mr. Harbert specifically disclaims beneficial ownership of the Escrowed Property
(as defined herein) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 43,466,176 Shares, constituting 63.8% of the Shares of the Issuer,
based upon 68,100,274* Shares outstanding as of the date of this filing.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 43,466,176 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 43,466,176 Shares.
Mr. Luce specifically disclaims beneficial ownership of the Escrowed Property
(as defined herein) until such time as the Escrowed Property is delivered and
transferred to the Master Fund or the Special Fund.
--------------------------------------------------------------------------------
* The number of outstanding shares is based on the 48,086,578 voting shares as
reported by the Company as of the date of this filing, adjusted for warrants
held by the Reporting Persons.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past sixty
days are set forth in Exhibit B.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON JANUARY 13, 2009
IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
A description of the following documents is set forth in response to Item 4
above:
(i) Escrow Agreement, dated November 7, 2008, between the Escrow Agreement
Parties.
(ii) Amendment No. 1 to Escrow Agreement, dated January 27, 2009, between the
Escrow Parties.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit Z: Escrow Agreement, dated November 7, 2008, between the Escrow
Agreement Parties.
Exhibit AA: Amendment No. 1 to Escrow Agreement, dated January 27, 2009, between
the Escrow Parties.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
-----------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
HMC - New York, Inc.
By: /s/ Joel B. Piassick
-----------------------------
Harbert Management Corporation
By: /s/ Joel B. Piassick
-----------------------------
/s/ Philip Falcone
-----------------------------
Philip Falcone
/s/ Raymond J. Harbert
-----------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-----------------------------
Michael D. Luce
January 30, 2009
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 9, dated January 30,
2009 relating to the Voting Common Stock of Skyterra Communications, Inc. shall
be filed on behalf of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
-----------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ Joel B. Piassick
-----------------------------
HMC - New York, Inc.
By: /s/ Joel B. Piassick
-----------------------------
Harbert Management Corporation
By: /s/ Joel B. Piassick
-----------------------------
/s/ Philip Falcone
-----------------------------
Philip Falcone
/s/ Raymond J. Harbert
-----------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-----------------------------
Michael D. Luce
January 30, 2009
Exhibit B
Exhibit B
Transactions in the Voting Common Stock
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
Transactions in Warrants
------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
SK 03773 0003 960448