GSAT · Globalstar, Inc.

Globalstar, Inc. has entered into a definitive merger agreement with Amazon.com, Inc., marking a significant strategic transaction that would see Globalstar become a wholly owned subsidiary of Amazon. The transaction structure provides Globalstar stockholders with a choice between cash and stock consideration, capped such that no more than 40% of the total shares will receive cash, with the remainder receiving Amazon stock. The stock consideration includes a variable exchange ratio mechanism tied to Amazon's stock price, ensuring a value of up to $90.00 per Globalstar share. A critical aspect of the deal is a potential downward adjustment of up to $110 million in the total merger consideration, contingent on Globalstar achieving certain operational milestones for Apple Inc., highlighting the ongoing commercial relationship with Apple. The required stockholder approval has already been secured through a written consent from Thermo Funding II, LLC and affiliated entities, which collectively hold approximately 57.6% of Globalstar's voting power, eliminating the need for a future stockholder meeting. The closing of the merger is contingent upon several conditions, most notably regulatory approvals under antitrust, foreign investment, and satellite/telecommunications laws. The agreement includes a long-stop date of April 13, 2027, with two potential six-month extensions if specific regulatory conditions are not met, providing a clear but flexible timeline. The disclosed termination fees are substantial, with Globalstar obligated to pay Amazon approximately $419.8 million under certain breach scenarios, and Amazon obligated to pay Globalstar approximately $592.1 million if the deal fails due to lack of regulatory clearance, allocating risk between the parties. Concurrently, Globalstar and Apple Inc. amended a prepayment agreement, increasing a prepayment balance by approximately $468 million to about $1.58 billion, which is related to the development and operation of satellite services and is incorporated into the financial obligation disclosure.