UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): November 918, 2021

~~Loral~~LORAL ~~Space~~ SPACE & ~~Communications Inc~~COMMUNICATIONS INC.

(Exact ~~name~~Name of Registrant as Specified in ~~Its~~ Charter)

Delaware	1-~~14180~~4180	87-0748324
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~IRS~~I.R.S. Employer Identification No.)
600 Fifth Avenue, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s~~600 ~~Telephone~~Fifth ~~Number~~Avenue New York, ~~Including Area~~NY ~~Code:~~10020 (~~212)~~Address ~~697-1105~~of Principal Executive Offices, and Zip Code)

~~Not Applicable~~(212) 697-1105

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General ~~Instructions~~ Instruction A.2. below):

¨ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement ~~communications~~communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement ~~communications~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to ~~(§ 230.405~~Section ~~of this chapter~~12(b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (§ 240.12b-2 of this chapter).~~:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Voting Common Stock		LORL		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Securities~~Introductory ~~registered pursuant to Section 12(b) of the Act~~Note

~~Title~~This Current Report on Form 8-K is being filed by Loral Space & Communications Inc., a Delaware corporation (“Loral”), in connection with the consummation on November 18, 2021 and November 19, 2021 (the “Closing Date”) of ~~each~~the ~~class~~transactions ~~Trading~~contemplated ~~Symbol~~by the Transaction Agreement and Plan of Merger (sas amended, the “Transaction Agreement”), ~~Name~~dated as of ~~each~~November ~~exchange~~23, 2020, as amended on June 24, 2021, by and among Telesat Canada (“Telesat”), Telesat Corporation (“Telesat Corporation”), Telesat Partnership LP (“Telesat Partnership”), Telesat CanHoldco Corporation, Loral, Lion Combination Sub Corporation (“Merger Sub”), Public Sector Pension Investment Board (“PSP Investments”) and Red Isle Private Investments Inc., pursuant to which, ~~registered~~among ~~Voting~~other ~~Common~~things, ~~Stock~~Merger ~~LORL~~Sub ~~Nasdaq~~merged ~~Global~~with ~~Select~~and ~~Market~~into Loral (the “Merger”), with Loral surviving the merger as a wholly owned subsidiary of Telesat Partnership.

Item 81.0102. ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

OnThe orinformation ~~about~~provided ~~September~~in ~~8, 2021, Loral Space & Communications Inc. (“Loral”) commenced~~ the ~~mailing~~Introductory ofNote ~~the Election Form~~ and ~~Letter~~Item of2.01 ~~Transmittal (the “Election Form”) whereby Loral stockholders may elect (each such election, an “Election”) the consideration to be received upon the closing~~ of ~~the merger~~ ~~provided~~this ~~for~~Current inReport ~~the~~on ~~Transaction~~Form ~~Agreement~~8-K ~~and~~is ~~Plan~~incorporated ofherein ~~Merger,~~by ~~dated November 23, 2020 (the “Transaction Agreement”)~~reference.

OnAt ~~November~~the 9,Effective ~~2021,~~Time ~~Loral~~(as ~~issued~~defined abelow), ~~press~~the ~~release~~following agreements ~~announcing~~were ~~that~~terminated: (i) the ~~parties~~ toAmended ~~the~~and ~~Transaction~~Restated Registration Rights Agreement ~~currently~~dated ~~expect~~December ~~that~~23, ~~the~~2008 ~~two-day~~by ~~closing~~and ~~provided~~among ~~for~~Loral Space in& ~~the~~Communications ~~Transaction~~Inc. ~~Agreement~~and ~~will~~the ~~occur~~Persons Listed on ~~November~~ ~~18,~~the ~~2021~~Signature ~~and~~Pages ~~November 19~~Thereof, ~~2021,~~(ii) ~~subject to~~ the ~~satisfaction~~Consulting orAgreement ~~waiver~~dated ofDecember 14, ~~all~~2012 ~~the~~between ~~conditions~~Loral toSpace ~~the~~& ~~closing~~Communications Inc. and ~~that~~Michael ~~the~~B. ~~deadline for~~Targoff, ~~holders~~(iii) ofConsulting ~~Loral’s~~Agreement ~~common~~dated ~~stock~~March to15, ~~deliver~~2013 between ~~their~~Loral ~~Election~~Space ~~Forms~~& isCommunications ~~5:00 p~~Inc.~~m.,~~ ~~Eastern~~and ~~Time,~~Harvey onB. ~~November~~Rein ~~15,~~and ~~2021~~ (~~the “Election Deadline”~~iv). ~~There~~Consulting ~~can~~Services beAgreement, nodated ~~assurance,~~as ~~however~~of October 31, 2007, ~~that~~by ~~the~~and ~~closing~~between ~~will~~Loral ~~occur~~Space ~~when~~& ~~currently~~Communications ~~expected~~Inc.

AsItem ~~described~~2.01 inCompletion ~~the Election Form, Loral stockholders who hold their shares~~ of ~~Loral~~Acquisition ~~common stock in certificated form~~ or ~~whose~~Disposition ~~shares~~ of Loral common stock are registered in their name should follow the instructions set forth in the Election Form and deliver the properly completed Election Form and duly executed transmittal materials included with the Election Form to Computershare Investor Services IncAssets. ~~via one of the delivery methods set forth in the Election Form.~~

~~Loral~~The ~~stockholders~~information ~~who~~provided ~~hold their shares of Loral common stock through a broker, investment dealer, bank, trust company or other nominee must make an Election by following the election instructions~~ in the ~~Election~~ ~~Form~~Introductory ~~that~~Note ~~such~~of ~~stockholders~~this ~~receive~~Current ~~from their broker, investment dealer, bank, trust company or other nominee. Such Loral stockholders~~Report ~~should~~on ~~contact~~Form ~~their~~8-K ~~broker,~~is ~~investment~~incorporated ~~dealer,~~herein ~~bank,~~by ~~trust company or other nominee with any questions~~reference.

~~Each~~Under the terms of the Transaction Agreement, at the effective time of the Merger (the “Effective Time”), each share of Loral common stock outstanding immediately prior to the Effective Time was converted into the right to receive (a) if the Loral stockholder validly made an election to receive units of Telesat Partnership pursuant to the Merger (a “Unit Election”), ~~along~~one ~~with~~(1) ~~duly~~newly ~~executed~~issued ~~and~~Class ~~completed~~A ~~transmittal~~unit ~~materials~~of Telesat Partnership if such Loral stockholder is Canadian (as such term is defined in the Investment Canada Act), otherwise one (1) newly issued Class B unit of Telesat ~~must~~Partnership, be(b) ~~received~~if bythe ~~Computershare~~Loral ~~Investor~~stockholder ~~Services~~validly ~~Inc.~~made byan election to receive common shares of Telesat Corporation (a “Common Shares Election”) one (1) newly issued Class A common share of Telesat Corporation if such Loral stockholder is Canadian (as such term is defined in the Investment Canada Act), or (c) if the Loral stockholder validly made a Common Shares Election ~~Deadline.~~and ~~Stockholders~~is ~~who~~not doCanadian, or did not validly make ana Unit Election ~~with~~or ~~respect~~a Common Shares Election, one (1) newly issued Class B variable voting share of Telesat Corporation to(the ~~any~~newly ~~Loral~~issued shares of Telesat Corporation common stock ~~they~~and ~~hold~~units onof Telesat Partnership, the “Merger Consideration”). No fractional shares of Telesat Corporation common stock or ~~prior~~fractional tounits of Telesat Partnership were issued in the ~~Election~~Merger, ~~Deadline~~and ~~will~~Loral stockholders who would otherwise have been entitled to receive ~~Class B Shares~~a fraction of a share of Telesat Corporation common stock or a fraction ~~upon~~of ~~consummation~~a unit of Telesat Partnership received a number of Merger Consideration rounded up or down to the ~~merger~~nearest whole number.

AThe ~~copy~~foregoing description of the Merger and the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which was filed as Exhibit 2.1 to Loral’s ~~press~~Current ~~release~~Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November is25, ~~attached~~2020, ~~hereto~~and Amendment No. 1 thereto, which was filed as Exhibit 992.1 ~~and~~to isLoral’s Current Report on Form 8-K filed with the SEC on June 24, 2021, each of which are incorporated herein by reference ~~herein~~.

~~Forward~~-~~Looking~~ ~~Statements~~2 -

~~This~~Item ~~report contains forward-looking statements within the meaning of the U~~3.S.01 ~~Private~~Notice ~~Securities Litigation Reform Act~~ of ~~1995.~~Delisting When used in this report, the words “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should,” “anticipates,” “estimates,” “project,” “intend” or ~~“outlook”~~Failure ~~or other variations of these words or other similar expressions are intended~~ to ~~identify~~Satisfy forward-looking statements and information. In addition, Loral or its representatives have made or may make forward-looking statements, orally or in writing, which may be included in, but are not limited to, various filings made from time to time with the Securities and Exchange Commission (“SEC”), and press releases or oral statements made with the approval of an authorized executive officer of Loral. Actual results may differ materially from anticipated results as a ~~result~~Continued ofListing ~~certain risks~~Rule and uncertainties which are described as “Risk Factors” in Loral’s current Annual Report on Form 10-K and in Loral’s Quarterly Reports on Form 10-Q. The reader is specifically referred to these documents, as well as Loral’s other filings with the SEC. Risks and uncertainties include but are not limited to (1) risks associated with financial factors, including swings in the global financial markets, increases in interest rates and access to capital; (2) risks associated with satellite services, including dependence on large customers, launch delays and failures, in-orbit failures and competition; (3) risks and uncertainties associated with Telesat Lightspeed, including overcoming technological challenges, access to spectrum and markets, governmental restrictions or ~~regulations~~Standard; ~~to address~~Transfer ~~environmental concerns, raising sufficient capital to design and implement the system and competition from other low-earth-orbit systems; (4) regulatory risks, such as the effect~~ of industry and government regulations that affect Telesat Canada (“Telesat”); (5) risks related to the satisfaction of the conditions to closing the previously disclosed integration transaction (the “Transaction”) contemplated by the Transaction Agreement in the anticipated timeframe or at all, including the failure to obtain necessary regulatory approvals; (6) risks relating to the inability or failure to realize the anticipated benefits of the Transaction; (7) risks of disruption from the Transaction making it more difficult to maintain business and operational relationships; (8) risks relating to the incurrence of significant transaction costs and unknown liabilities, including litigation or regulatory actions related to the Transaction; and (9) other risks, including risks relating to and resulting from the COVID-19 pandemicListing. The foregoing list of important factors is not exclusive. Furthermore, each of Telesat and Loral operate in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond Telesat’s or Loral’s control. These risks, as well as other risks associated with Loral, Telesat Corporation, Telesat Partnership LP (“Telesat Partnership”) and the Transaction are also more fully discussed in the Registration Statement on Form F-4, as amended, which was declared effective by the SEC on June 30, 2021, which includes Loral’s proxy statement and the prospectus of Telesat Corporation and Telesat Partnership (the “Proxy Statement and Prospectus”).

-The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8- K is incorporated herein by reference.

~~Additional~~On ~~Information~~November 18, 2021, in connection with the completion of the Merger, Loral notified its principal trading market, the Nasdaq Stock Market (the “NASDAQ”), that the Merger had occurred and requested ~~Where~~that trading in Loral common stock be halted prior to ~~Find~~market open on November 19, 2021, that the listing of the Loral common Itstock be removed and that the NASDAQ file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Loral common stock. Additionally, Loral intends to file with the SEC certifications and notices of termination on Form 15 deregistering Loral’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspending Loral’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Loral’s common stock.

~~This~~Item report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction3.03 WEMaterial ~~URGE~~Modifications INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT LORAL, TELESAT, TELESAT CORPORATION, TELESAT PARTNERSHIP AND THE TRANSACTION. A non-offering prospectus will also be filed with applicable Canadian securities regulators. Investors and security holders are able to ~~obtain~~Rights ~~these materials and other documents filed with the SEC and the Canadian securities regulators free~~ of ~~charge~~Security ~~at the SEC’s website, www~~Holders.sec.gov and at the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. In addition, a copy of the Proxy Statement and Prospectus may be obtained free of charge from Telesat’s website for investors at www.telesat.com/investor-relations, or from Loral’s investor relations website at www.loral.com/Investors.

~~Item 9~~The information provided in the Introductory Note and Items 2.01, ~~Financial~~3.01, 5.01 ~~Statements~~ and ~~Exhibits~~5.03 of this Current Report on Form 8-K is incorporated herein by reference.

~~(d)~~At ~~Exhibits~~the Effective Time, each holder of Loral common stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Loral other than the right to receive the Merger Consideration pursuant to the Transaction Agreement.

99Item 5.101 ~~Press~~Changes ~~Release,~~in ~~dated~~Control asof ~~November 9, 2021~~Registrant.

~~104~~The ~~Cover~~information ~~Page~~provided ~~Interactive~~in ~~Data~~the ~~File~~Introductory ~~(embedded~~Note ~~within~~and ~~the~~Items ~~Inline~~2.01, ~~XBRL~~3.01, 3.03 ~~document)~~and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

-As 3a - result of the Merger, Telesat Partnership acquired 100% of the voting securities of Loral and as a result, a change of control has occurred. At the Effective Time, as contemplated under the Transaction Agreement, Merger Sub merged with and into Loral, with Loral surviving the merger as a wholly owned subsidiary of Telesat Partnership.

~~SIGNATURES~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~The toinformation ~~the~~provided ~~requirements~~in of the ~~Securities~~Introductory ~~Exchange~~Note ~~Act~~is ofincorporated ~~1934,~~herein ~~the registrant has duly caused this report to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

	Loral Space & Communications Inc.
Date: November 9, 2021	By:	/s/ Avi Katz
		Avi Katz
		President, General Counsel and Secretary

Effective at the Effective Time, all of the directors of Loral ceased serving as directors of Loral. In addition, all of the officers of Loral, including all Section 16 executive officers, ceased serving in their capacity as officers of Loral.

-Effective 4at - the Effective Time, Andrew Browne and Christopher DiFrancesco were elected as the directors of Loral, Daniel Goldberg was appointed as the President and Chief Executive Officer of Loral and Christopher DiFrancesco was appointed as the Secretary of Loral, each to hold office in accordance with the certificate of incorporation and bylaws of Loral until their respective successors are duly elected or appointed and qualified.

- 3 -

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Transaction Agreement, as of the Effective Time, the certificate of incorporation of Loral was amended and restated in its entirety and the bylaws of Loral as in effect immediately prior to the Effective Time remained as the bylaws of Loral. A copy of the amended and restated certificate of incorporation of Loral is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 8.01

Other Events.

The parties to the Transaction Agreement and the parties to the Voting Support Agreement, dated as of November 23, 2020, by and among Telesat, Loral, PSP Investments and certain affiliates of MHR Fund Management LLC executed on November 18, 2021 a waiver that, among other things, waived the requirement under the Transaction Agreement that Loral terminate the Services Agreement, dated as of June 23, 2008, by and among Loral, Fernando Ceylão Consultoria Ltda. and Fernando Carlos Ceylão Filho, as amended June 23, 2011, December 17, 2015 and June 14, 2018, acknowledged the naming convention adopted in respect of Telesat Corporation’s shares and modified PSP Investments’ capitalization representation. The foregoing description of the waiver is not complete and is qualified in its entirety by reference to the waiver, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1		Transaction Agreement and Plan of Merger, dated as of November 23, 2020, by and among Loral Space & Communications Inc., Telesat Corporation, Telesat Canada, Telesat Partnership LP, Telesat CanHold Corporation, Lion Combination Sub Corporation, Public Sector Pension Investment Board and Red Isle Private Investments Inc. (incorporated by reference to Exhibit 2.1 to Loral’s Current Report on Form 8-K, filed on November 25, 2020).

2.2		Amendment No. 1 to Integration Agreement, dated as of June 24, 2021, by and among Telesat Canada, Telesat Corporation, Telesat Partnership LP, Telesat CanHoldco Corporation, Loral Space & Communications Inc., Lion Combination Sub Corporation, Public Sector Pension Investment Board, Red Isle Private Investments Inc. and certain funds managed by MHR Fund Management LLC (incorporated by reference to Exhibit 2.1 to Loral’s Current Report on Form 8-K, filed on June 24, 2021).

3.1		Amended and Restated Certificate of Incorporation of Loral Space & Communications Inc.

10.1		Letter Agreement, dated as of November 17, 2021, by and among Telesat Canada, Loral Space & Communications Inc., Public Sector Investment Pension Board, Red Isle Private Investments, Inc. and certain other persons affiliated with MHR Fund Management LLC.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

- 4 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LORAL SPACE & COMMUNICATIONS INC.

	By:	Christopher DiFrancesco
	Name:	Christopher DiFrancesco
	Title:	Secretary

Date: November 19, 2021

- 5 -

Filing Compare · LORAL SPACE & COMMUNICATIONS INC.