Globalstar, Inc. 8-K

What Happened Globalstar, Inc. announced on April 13, 2026 that it entered into an Agreement and Plan of Merger with Amazon.com, Inc. and Amazon subsidiaries to be acquired in a two-step merger (Acquisition Sub I into Globalstar, then Globalstar into Acquisition Sub II) intended to qualify as a tax-free reorganization under Section 368(a). Thermo Funding II, LLC and affiliated entities, which hold ~57.6% of Globalstar common stock, delivered a written consent adopting the Merger Agreement, so no further Globalstar stockholder vote is required. The merger consideration will be either cash (initially $90.00 per share minus a per‑share adjustment) or Amazon common stock based on an exchange ratio; holders may elect cash or stock but cash elections are subject to a 40% cap and proration.

Key Details

• Date filed/entered: April 13, 2026. Requisite stockholder consent delivered same day by Thermo (≈57.6%).
• Cash option: $90.00 per share minus a “Per Share Adjustment Amount” (related to up to $110M payable by Globalstar to Customer if certain milestones are not met). Cash elections are prorated if cash election demand exceeds 40% of outstanding shares.
• Stock option: number of Amazon shares determined by an Exchange Ratio tied to Amazon’s 20‑day VWAP ending two trading days before closing (with formulas in the agreement).
• Termination fees: Globalstar may owe Amazon $419,832,000 in certain break‑fee scenarios; Amazon may owe Globalstar $592,071,000 if required regulatory clearances are not obtained.
• Conditions/closing timing: customary regulatory approvals (HSR, antitrust, foreign investment, satellite/telecom), no Company or Parent Material Adverse Effect, achievement of certain HIBLEO‑4 satellite milestones, and effectiveness of an Amazon Form S‑4 registration. No financing condition for Amazon. Outside date: April 13, 2027 (extendable to Oct 13, 2027 and Apr 13, 2028 under specified conditions).
• Corporate effects: if the First Merger closes, Globalstar securities will be delisted from Nasdaq and deregistered under the Exchange Act; warrants and equity awards have specified cash‑out or conversion treatments at closing.
• Related amendments: Globalstar amended a 2024 prepayment agreement to increase a High Power Infrastructure Prepayment Balance by ≈$468M (to ~ $1.58B) and amended an SOW to adjust service milestones.

Why It Matters This is a definitive acquisition agreement by a strategic, well‑capitalized buyer (Amazon) that already has the required shareholder approval from a controlling holder, which materially accelerates the path to closing but still depends on regulatory clearances and certain operational milestones. Retail investors should note (1) they will receive either cash or Amazon shares (with cash capped/prorated), (2) a per‑share adjustment tied to customer milestone payments could reduce the cash per share (up to an aggregate $110M impact), (3) Globalstar common stock will be delisted if the First Merger closes, and (4) there are large, contractually specified termination fees and substantial regulatory conditions that could delay or prevent closing.