08.05.26
Who showed up to Globalstar’s party?
Last Friday, Amazon filed the draft prospectus for the acquisition of Globalstar which sets out the background of the merger, including details of the process that Globalstar ran in 2025 and early 2026 that resulted in the Amazon deal.
Globalstar and Amazon began meeting between March and September 2025 about “a potential strategic collaboration”. Amazon signed an NDA on September 12 and on October 16 submitted an initial price indication of $47.50 per Globalstar share in cash (~$6B). An updated bid of $65 in Amazon stock (or $75 in cash for public shareholders) was submitted on November 12, and then updated to $70 per share in Amazon stock on November 18. Finally on December 1, this was revised to $90 per share in cash or $70 in Amazon stock (later increased to $75), with a maximum of 40% of the consideration in cash, and Globalstar signed an exclusivity agreement on December 6. Although exclusivity expired briefly over the holidays, it was subsequently renewed and extended repeatedly to allow for finalization of the arrangements between Amazon and Apple and the deal was finally announced on April 14.
More intriguingly, the prospectus identifies three other unnamed Parties A, B and C, in addition to Amazon, that made formal or informal bids during the process:
Party A met with Globalstar “from time to time to discuss, among other things, Globalstar’s business and a potential strategic transaction involving Party A and Globalstar” between February and June 2025, and began due diligence on the company in July, making an initial verbal offer in late August and then a formal share-based offer of $4.3B-$5.7B on October 17 (plus some contingent value rights for “future monetization of certain spectrum licenses”). An updated offer of $65 to $75 per share was submitted on November 12 based on equal parts cash and stock (with the stock valued at Party A’s 60 day VWAP), but Party A declined to raise its offer further on December 4, “including because Party A and Customer [i.e. Apple] had not reached mutual agreement with respect to a post-closing commercial arrangement”.
Party B was first contacted by Globalstar’s financial advisers on July 24 and met with Globalstar over the following month to discuss a potential transaction. Party B began due diligence on September 1 and continued through November, submitting a verbal indication of an all-cash deal at $5B-$6B on October 6, followed by a written update on November 14, valuing Globalstar at $9.5B, “less net debt and any obligations owed to Customer (the terms of which were not specified), consisting of $3B in Party B stock, $3B in cash, and the balance in a contingent value right based on the potential sale or monetization of certain terrestrial spectrum assets of Globalstar.” However, Globalstar advised Party B that its CVR-based offer was not competitive and after signing an exclusivity agreement with Amazon, ignored attempts by Party B to reach out again in January 2026.
Party C was first contacted by Globalstar’s financial advisers between August 13 and 20, and on August 21 signed an NDA (which unlike all the other NDAs signed with potential acquirers in that period did not include a “standstill” provision). In mid-September, Globalstar noted that there was “uncertainty regarding Customer and Party C reaching a mutually acceptable post-closing commercial arrangement” and Party C submitted an indication of interest at $4B-$5B on September 23. Party C informed Globalstar’s representatives “that Party C believed that the value of any stock proposed as merger consideration would likely appreciate” and that “Party C was open to pursuing multiple alternative structures, including an acquisition of 100% of the equity of Globalstar, a purchase of spectrum assets or a purchase of Globalstar’s interest in its partnership with Customer”. Party C submitted an updated indicative bid of $8B on October 6, consisting of 50% cash and 50% in Party C stock, with an expectation that all the stock would go to Thermo. However, shortly thereafter, Apple advised Globalstar that “Party C had not engaged in discussions with Customer in recent weeks”.
Then, on October 17, Party C indicated that they were “potentially interested in a transaction that valued Globalstar in the ‘mid teens billions’ (based on Party C’s assertions that the value of any Party C stock proposed as merger consideration would likely appreciate), but that Party C required additional time to discuss a post-closing commercial arrangement with Customer before it could make an updated proposal.” However, by October 29, Party C reported that “Party C and Customer had not progressed discussions with respect to post-closing commercial arrangements between Party C and Customer” and Apple told Globalstar that Apple “thought it was uncertain that a commercial arrangement between Customer and Party C could be reached on terms acceptable to both parties based on Party C’s current proposals.” A November 11 letter from Party C indicated that Party C “remained interested…but required additional time to obtain Customer’s support for a Potential Transaction between Party C and Globalstar and, if Customer was supportive, align with Customer on the terms of a commercial agreement and negotiate the relevant documents.” However, on December 22, Globalstar was told that “Party C was unable to further pursue a Potential Transaction, including because Party C and Customer had not reached mutual agreement with respect to a post-closing commercial arrangement.”
So who are Parties A, B and C? It’s pretty clear that Party C is SpaceX given that the structure they proposed is very similar to that with EchoStar: 50/50 stock/cash, with an expectation that the stock “would likely appreciate”. It is notable that a major barrier to Party C’s bid was the tense negotiations and resulting lack of any commercial agreement with Apple. This confirms that what I posted last September about the pressure SpaceX was putting on Apple was exactly right, rather than “pretty much everything is wrong” as Elon Musk posted in an attempt to head off further reporting on this issue.
Party B appears to be T-Mobile or Deutsche Telekom, which as I’ve noted previously, were involved in the process, after deciding not to pay up for EchoStar’s AWS-4 last summer, but didn’t make a particularly serious attempt to win. The timing also fits with T-Mobile dropping out of the bidding for AWS-4 in July and commencing due diligence at the beginning of September once it became clear that SpaceX was likely to buy EchoStar’s spectrum.
And then Party A appears to be either RocketLab or AST: the giveaway here is the 60 day VWAP between mid September and mid November 2025, which covers a period when the share price of both companies surged to a peak before falling back. In my view it was probably the former, since RocketLab would already have been meeting with Globalstar between February and June 2025 to discuss “other things”, namely the delayed replacement satellites. And RocketLab is less likely than AST to have been interested in retaining “certain spectrum licenses” (presumably terrestrial Band 53 rights).
So what does that imply for the universe of potential spectrum bidders for Viasat’s L-band, as investors have asked me on numerous occasions in recent weeks? There’s little chance that AST and Viasat could reach a meeting of minds over L-band, and RocketLab is off the table after the recent Iridium deal. SpaceX doesn’t need more MSS spectrum right now (and certainly not Viasat’s spectrum which is mostly outside the US): if anything SpaceX will be buying US terrestrial spectrum, most plausibly EchoStar’s CBRS spectrum to facilitate a potential cable partnership for Starlink Mobile V2.
Amongst Parties A, B and C, we are therefore left with T-Mobile/Deutsche Telekom, but after saying on the last earnings call about D2D that “having worked closely with satellite over the last 4 years, we’re just not seeing that incremental differentiation” it appears unlikely that T-Mobile would be interested in investing in satellite spectrum. And does Amazon want to acquire more D2D spectrum right now, especially when it has so much on its plate getting the broadband system into orbit and completing the Globalstar acquisition?
As a result, I think bidders for Viasat’s spectrum are likely to be scarce or non-existent, and despite the challenges that Equatys faces after the loss of RocketLab, it looks like Viasat will continue trying to build a D2D constellation, rather than selling its spectrum to others. Or as Viasat said on the results call last night, “what we’re holding up for is to have the next announcement, which really would be about the Equatys purchase of its initial satellite constellation.”
