SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 15)
SkyTerra Communications, Inc.*
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(Name of Issuer)
Voting Common Stock
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(Title of Class of Securities)
83087K107
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(CUSIP Number)
Philip Falcone
555 Madison Avenue
16th Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 2009
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(Date of Event which Requires Filing of This Statement)
* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY
BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE
"FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO
THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 83087K107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
42,239,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
42,239,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,239,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
42,239,654
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
42,239,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,239,654
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.2%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
18,089,908
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
18,089,908
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,089,908
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 83087K107
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
18,089,908
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
18,089,908
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,089,908
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
61,346,518
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
61,346,518
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,346,518
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.7%
14. TYPE OF REPORTING PERSON*
OO
CUSIP No. 83087K107
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
61,346,518
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
61,346,518
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,346,518
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.7%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 3, 2009.
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Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 3, 2009.
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Item 3. Source and Amount of Funds or Other Consideration.
ITEM 3 OF THE SCHEDULE 13D/A FILED ON APRIL 3, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
As of the date hereof the Master Fund may be deemed to beneficially own
42,239,654 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 42,239,654
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
18,089,908 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 18,089,908 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
61,346,518 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
61,346,518 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON APRIL 3, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
As disclosed previously in this Statement on Schedule 13D as amended, the
Reporting Persons in the aggregate own warrants that are exercisable for
28,750,000 Shares at an exercise price of $0.01 per share and 9,365,422 shares
of the Issuer's nonvoting common stock that are exchangeable for the same number
of Shares. In addition, 2,077,533 Shares are held in escrow and 7,906,737 shares
of the Issuer's nonvoting common stock that are exchangeable for the same number
of Shares are also held in escrow. Subject to receipt of FCC approval and
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act (both of which applications the Reporting Persons have filed),
as of the date of this filing the Reporting Persons intend to acquire ownership
of all the escrowed Shares and all the escrowed shares of the Issuer's nonvoting
common stock. The Reporting Persons may also exercise such warrants and exchange
for Shares all shares of nonvoting common stock that are so exchangeable. Based
upon the number of Shares reported by the Issuer as being issued and outstanding
as of July 15, 2009, upon acquiring ownership of the escrowed Shares, and taking
into account all other Shares owned by the Reporting Persons, the Reporting
Persons would own a majority of the issued and outstanding Shares and would be
entitled to elect the Board of Directors of the Issuer and implement other
corporate governance changes.
In addition, the Reporting Persons are analyzing and considering, among
other options, (i) the purchase or other acquisition of additional shares of
stock of the Issuer or securities exercisable or exchangeable for such shares
(collectively, "Company Securities") in the open market, in privately negotiated
transactions, or otherwise, including the possibility of acquiring, through a
merger or otherwise, some or all of the issued and outstanding shares of the
Issuer's stock not owned by the Reporting Persons, or assets of the Issuer (in
each case, subject to any applicable requirements under law) or (ii) a
restructuring of the Issuer's capital structure. However, it should not be
assumed that any definitive plan or proposal to acquire such additional Company
Securities, or for a merger, restructuring or other transaction, will be pursued
or effected, and the Reporting Persons make no commitment (a) as to whether any
of the foregoing will be pursued or effected, and (b) if any of the foregoing
are pursued or effected, as to the timing, prices, terms and conditions that
would be applicable.
Each of the Reporting Persons reserves the right to formulate and/or change
plans or proposals at any time, as it deems appropriate, in light of its ongoing
evaluation of (i) its business and liquidity objectives, (ii) the Issuer's
financial condition, business, prospects and/or share price, (iii) industry,
economic and/or securities markets conditions, (iv) alternative business,
investment and strategic opportunities, and (v) other factors it may consider
relevant. Without limiting the generality of the preceding sentence, each of the
Reporting Persons reserves the right to at any time or from time to time (A)
engage in communications with other significant stockholders, prospective
investors or partners, members of the Issuer's management or Board of Directors,
and others, regarding matters which relate to, or could result in, one or more
of the actions described in Item 4 of the instructions to Schedule 13D or (B)
sell, transfer or otherwise dispose of Company Securities or interests therein,
in public or private transactions.
The disclosures in this Statement on Schedule 13D shall not constitute an
offer to purchase or sell, or the solicitation of an offer to purchase or sell,
any securities.
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Item 5. Interest in Securities of the Issuer.
ITEM 5 OF THE SCHEDULE 13D/A FILED ON APRIL 3, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 42,239,654 Shares, constituting 55.2% of the Shares of the Issuer,
based upon 76,523,979* Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 42,239,654 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 42,239,654 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 42,239,654 Shares, constituting 55.2% of the Shares of the Issuer,
based upon 76,523,979* Shares outstanding as of the date of this filing.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 42,239,654 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 42,239,654 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 18,089,908 Shares, constituting 30.6% of the Shares of the
Issuer, based upon 59,100,965* Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 18,089,908 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 18,089,908 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
18,089,908 Shares, constituting 30.6% of the Shares of the Issuer, based upon
59,100,965* Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 18,089,908 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 18,089,908 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 61,346,518 Shares, constituting 70.7% of the Shares of the
Issuer, based upon 86,759,491* Shares outstanding as of the date of this filing.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 61,346,518 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 61,346,518 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 61,346,518 Shares, constituting 70.7% of the Shares of the Issuer,
based upon 86,759,491* Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 61,346,518 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 61,346,518 Shares.
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* The number of outstanding shares is based on the 48,865,453 voting shares as
reported by the Company as of the date of this filing, adjusted for warrants
held by the Reporting Persons.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past sixty
days are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 3, 2009.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
--------------------------------
/s/ Philip Falcone
--------------------------------
Philip Falcone
August 21, 2009
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 15, dated August 21,
2009 relating to the Voting Common Stock of SkyTerra Communications, Inc. shall
be filed on behalf of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
--------------------------------
/s/ Philip Falcone
--------------------------------
Philip Falcone
August 21, 2009
Exhibit B
Transactions in the Voting Common Stock
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TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
8/19/09 (1) (1)
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
8/19/09 (1) (1)
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(1) Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") held
Series 2-A warrants, which entitled the Master Fund to purchase 2,017,301
Shares, that expired unexercised on August 19, 2009. The Master Fund also
held Series 1-A warrants, which entitled the Master Fund to purchase
509,942 Shares, that expired unexercised on June 4, 2009. Harbinger Capital
Partners Special Situations Fund, LP (the "Special Fund") held Series 2-A
warrants, which entitled the Special Fund to purchase 672,434 Shares, that
expired unexercised on August 19, 2009. The Special Fund also held Series
1-A warrants, which entitled the Special Fund to purchase 169,981 Shares,
that expired unexercised on June 4, 2009.
SK 26666 0002 1023446