So who controls the other 20% of LightSquared?

Posted in Financials, LightSquared, Operators, Spectrum at 4:35 pm by timfarrar

Intriguingly, yesterday’s Reuters article about Harbinger noted that at the end of 2010 Harbinger only controlled “roughly 80 percent of the wireless telecom company’s shares”. This raises the obvious question of who controls the other 20%?

Clearly, some of these shares might have been offered to LightSquared’s new management team as an incentive, but that can’t account for the difference between the 100% of the equity that Harbinger acquired in March 2010 and the 80% reported as of the end of the year. Did Harbinger manage to offload some of its equity stake in LightSquared last year (as it was reported to be trying to do in July)? Could this account for some of the “$2 billion in equity and debt proceeds and in commitments” that LightSquared highlighted in a press release last October?

Who are the potential candidates? I’ve heard various names, but one possibility might be Soros Fund Management, which, according to a November 2010 Wall Street Journal article, “during the past year became a significant new investor” (whether this was in Harbinger or in LightSquared is not explicitly stated in the article). Of course, there may very well be other investors as well.

Even more importantly, how much did the other investor(s) pay for what is presumably a near 20% stake? It appears that not all of the $2B in commitments that LightSquared cited in October 2010 actually materialized (presumably the difference is Harbinger’s “$250 million unfunded commitment to LightSquared“), but I’ve assumed in the past that it included both the $850M October 2010 first lien debt and the $400M July 2010 UBS loan. However, rather than Harbinger converting its original (majority $430M holding of) LightSquared’s first lien debt into equity as part of the October 2010 refinancing (as it had previously indicated), it seems that Harbinger instead retained an unfunded $250M commitment at that stage, allowing it finally to take a limited amount of money off the table.

As of February 2011, LightSquared indicated that in fact it had actually raised “about $1.75B in debt and equity” (the same figure as given in late September, which refers specifically to $1.75B of debt and equity from “outside investors”), before increasing this to “over $2 billion” when the $586M first lien add-on was completed later that month. That would imply that the new equity investment might have been about $500M for a near 20% stake in LightSquared (i.e. $1.75B minus $850M and $400M) which would certainly fit fairly well with Harbinger’s internal valuation of about $3B for its own 80% LightSquared stake (“about half” of the $6 billion fund’s assets according to Reuters). However, it is slightly puzzling that Harbinger still said only that it had raised “over $2 billion” in February (rather than the $2.3B+ that would have been implied by adding $586M to $1.75B). Was some (half?) of the new outside equity either redeemed or converted to first lien debt in February, or is Harbinger just trying to avoid giving an exact figure for how much it has raised?

Of course, if LightSquared really is serious about pursuing an IPO “as early as this summer”, then all of this detail should become much clearer. However, it appears from Sprint’s results call this week that the Network Vision deployment is being delayed until the fourth quarter. That may imply that decision point on a network sharing agreement with LightSquared will also be delayed, presumably until after the results of the GPS interference testing are known in mid June. If Sprint is concerned about whether LightSquared’s spectrum provides adequate security for LightSquared’s commitments under a network sharing agreement, then that would certainly be logical, especially if Sprint views LightSquared (cynically) as an opportunity to boost its spectrum resources at low cost (after a default), rather than as a viable long term supplier of wholesale capacity. Nevertheless, if the first lien debtholders refuse to allow Sprint to pre-empt their claims, then LightSquared might have to move forward with an early (and substantial) IPO to give Sprint the security of more cash in the bank, but otherwise we might not know much more about LightSquared’s financial position for some time to come.

1 Comment »

  1. TMF Associates MSS blog » Coyote ugly… said,

    September 15, 2011 at 7:48 pm

    [...] The Republicans are going to make even more of this when they realize that (as the Wall St Journal reported last November) Soros Fund Management is also a “significant investor” in Harbinger/LightSquared. In [...]

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