As filed with the Securities and Exchange Commission on April 26, 2021.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TELESAT CORPORATION
TELESAT PARTNERSHIP LP

(Exact Name of Registrant as Specified in Its Charter)

c/o Telesat Canada
160 Elgin Street
Suite 2100
Ottawa, Ontario, Canada K2P 2P7
Tel: (613) 748-8700
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Christopher S. DiFrancesco
Vice President, General Counsel and Secretary
c/o Telesat Canada
160 Elgin Street
Suite 2100
Ottawa, Ontario, Canada K2P 2P7
Tel: (613) 748-8700 ext. 2268
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

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(1)

The number of Class A, Class B and Class C shares of Telesat Corporation, or Class A, Class B and Class C units of Telesat Partnership LP, as applicable, being registered represents the estimated maximum number of shares or units of the applicable registrant to be issued in connection with the proposed transaction described herein, calculated as the maximum number of Telesat Corporation Shares and Telesat Partnership Units issuable in exchange for Loral Common Shares and Telesat Equity Interests (other than Telesat Equity Interests held by Loral Holdings) upon consummation of the Transaction contemplated by the Transaction Agreement (as each term is defined in the enclosed proxy statement/prospectus).

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(2)

Computed in accordance with Rule 457(f) of the Securities Act.

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(3)

Pursuant to Rule 457(c) and Rule 457(f) under the Securities Act, and solely for the purpose of calculating the registration fee, the estimated maximum offering price of the securities to be exchanged is calculated as the product of (x) the maximum number of Telesat Corporation Shares and Telesat Partnership Units issuable in exchange for Loral Common Shares and Telesat Equity Interests (other than Telesat Equity Interests held by Loral Holdings) upon consummation of the Transaction contemplated by the Transaction Agreement (as each term is defined in the enclosed proxy statement/prospectus), and (y) $35.83, which is the average of the high and low sale prices of a Loral Common Share on the NASDAQ on April 21, 2021.

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(4)

The Telesat Corporation Shares that are being registered include such indeterminate number of Telesat Corporation Shares, if any, that may be issued upon exchange of the Telesat Partnership Units registered hereunder, which Telesat Corporation Shares are not subject to an additional fee pursuant to Rule 457(i) of the Securities Act. Pursuant to Rule 416 under the Securities Act, such number of Telesat Corporation Shares registered hereby shall include an indeterminate number of Telesat Corporation Shares that may be issued in connection with antidilution provisions or stock splits, stock dividends, recapitalizations or similar events.

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The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 26, 2021

TRANSACTION PROPOSAL — YOUR VOTE IS VERY IMPORTANT

[           ], 2021​

Dear Stockholder of Loral Space & Communications Inc.:

As previously announced, on November 23, 2020, Loral Space & Communications Inc. (“Loral”) and Telesat Corporation (“Telesat Corporation”) entered into a Transaction Agreement and Plan of Merger (as it may be amended from time to time and including all exhibits and schedules thereto, the “Transaction Agreement”) with Telesat Canada (“Telesat”), Telesat Partnership LP (“Telesat Partnership”), Telesat CanHold Corporation (“Telesat CanHoldco”), Lion Combination Sub Corporation (“Merger Sub”), Public Sector Pension Investment Board (“PSP Investments”) and Red Isle Private Investments Inc. (“Red Isle”). The Transaction Agreement provides that, subject to the terms and conditions therein, Merger Sub will merge with and into Loral, with Loral surviving the merger as a wholly owned subsidiary of Telesat Partnership (the “Merger”, together with the other transactions contemplated by the Transaction Agreement, the “Transaction”). In the Transaction, Loral stockholders will receive Telesat Public Shares (as defined below) and/or Telesat Partnership Units (as defined below) that, subject to the expiration of a six-month lockup period following the consummation of the Transaction (the “Lock-Up Period”), will be exchangeable for Telesat Public Shares as more fully described herein.

Subject to the terms and conditions of the Transaction Agreement, at the effective time of the Merger (the “Effective Time”), each Loral Common Share outstanding immediately prior to the Effective Time will be converted into the right to receive (a) if the Loral stockholder elects to receive units of Telesat Partnership pursuant to the Transaction Agreement (a “Telesat Partnership Election”), one (1) newly issued Class A unit of Telesat Partnership (“Class A Units”) if such Loral stockholder can demonstrate it is Canadian (as such term is defined in the Investment Canada Act), and otherwise one (1) newly issued Class B unit of Telesat Partnership (“Class B Units” and, together with the Class A Units and Class C Units (as defined herein under the heading “Summary — Golden Share”), the “Telesat Partnership Units”), or (b) if the Loral stockholder makes an election to receive shares of Telesat Corporation (a “Telesat Corporation Election”) or does not validly make a Telesat Partnership Election, one (1) newly issued Class A common share of Telesat Corporation (“Class A Shares”) if such Loral stockholder can demonstrate it is Canadian (as such term is defined in the Investment Canada Act), and otherwise one (1) newly issued Class B common share of Telesat Corporation (“Class B Shares”, together with the Class A Shares, the “Telesat Public Shares” and, collectively with the Class C Shares, the “Telesat Corporation Shares”). In addition, as more fully described in this proxy statement/prospectus, PSP Investments will receive Class C Shares and Class C Units upon consummation of the Transaction. The Telesat Partnership Units will be exchangeable for Telesat Corporation Shares at the election of the holder beginning six (6) months after the Effective Time and in certain other circumstances. The Telesat Partnership Units issued pursuant to a Telesat Partnership Election are referred to herein as the “Telesat Partnership Consideration”, the Telesat Public Shares issued pursuant to a Telesat Corporation Election (or failure to validly make a Telesat Partnership Election) are referred to herein as the “Telesat Corporation Consideration”, and the Telesat Partnership Consideration and Telesat Corporation Consideration are referred to herein collectively as the “Transaction Consideration”.

Completion of the Transaction requires (i) the affirmative vote of holders of a majority of the outstanding shares of Loral Voting Common Stock entitled to vote thereon (the “Statutory Vote”), and (ii) the affirmative vote of holders of a majority of the outstanding shares of Loral Voting Common Stock who are unaffiliated with MHR Fund Management LLC (“MHR”), Telesat Corporation, PSP Investments, Merger Sub, Telesat CanHoldco, Red Isle, Telesat Partnership or certain of their respective affiliates as provided in the Transaction Agreement (the “Disinterested Stockholder Vote” and, together with the Statutory Vote, the “Requisite Stockholder Vote”). The board of directors of Loral (the “Loral Board”) initially set November 30, 2020 as the record date for determining the Loral stockholders entitled to notice of and to vote at the virtual annual general meeting of Loral stockholders (the “Loral Stockholder Meeting”); due to the expiration of deadlines under Loral’s organizational documents and applicable law, the Loral Board rescinded the former November 30, 2020 record date and set May 7, 2021 as the new record date (the “Record Date”) for the Loral Stockholder Meeting to be held on [           ], 2021. Your vote is very important, regardless of the number of shares of Loral Voting Common Stock you own. Whether or not you expect to attend the Loral Stockholder Meeting online, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Loral Stockholder Meeting.

Loral will also propose that its stockholders vote on proposals to (i) authorize the adjournment of the Loral Stockholder Meeting, if necessary or appropriate (the “Adjournment Proposal”), (ii) elect two Class II directors to continue to serve as Class II directors of the Loral Board (the “Director Election Proposal”), (iii) ratify the appointment of Loral’s independent accounting firm for 2020 (the “Accounting Firm Proposal”), (iv) approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to each Loral named executive officer in connection with the Transaction (the “Officer Compensation Proposal”) and (v) approve, on an advisory (non-binding) basis, the compensation of Loral’s named executive officers as described in this proxy statement/prospectus (the “Say-On-Pay Proposal”). Approval of each of the Adjournment Proposal, the Accounting Firm Proposal, the Officer Compensation Proposal and the Say-On-Pay Proposal requires the affirmative vote of the holders of a majority of the shares of Loral Voting Common Stock present at, virtually or represented by proxy, the Loral Stockholder Meeting and entitled to vote on such proposals. Approval of each Class II nominee for election to the Loral Board pursuant to the Director Election Proposal requires a plurality vote. The vote to adopt the Transaction Agreement is the only proposal that is a condition to completion of the Transaction.

The Loral Voting Common Stock is listed on The NASDAQ Global Select Market under the symbol “LORL”. As a condition to completing the Transaction, the Telesat Public Shares must be approved for listing on a U.S. national securities exchange. Telesat Corporation intends to apply for listing of the Telesat Public Shares on the NASDAQ. The trading symbol(s) for the Telesat Public Shares has not been determined and no assurance can be given that such shares will be approved for listing on such exchange. The last reported sale price of Loral Voting Common Stock on The NASDAQ Global Select Market on [           ], 2021 was $[           ].

THE LORAL BOARD HAS DETERMINED THAT THE TRANSACTION AGREEMENT AND THE TRANSACTION ARE IN THE BEST INTERESTS OF LORAL AND THE LORAL STOCKHOLDERS, RECOMMENDS THAT THE LORAL STOCKHOLDERS VOTE TO ADOPT THE TRANSACTION AGREEMENT AND HAS DIRECTED THAT THE TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION BE SUBMITTED TO THE LORAL STOCKHOLDERS FOR THEIR CONSIDERATION AT A MEETING OF LORAL STOCKHOLDERS DULY CALLED AND HELD FOR SUCH PURPOSES. THE LORAL BOARD MADE ITS DETERMINATION AFTER CONSULTATION WITH ITS LEGAL AND FINANCIAL ADVISORS AND AFTER CONSIDERING A NUMBER OF FACTORS, INCLUDING THE RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE LORAL BOARD. THE LORAL BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF THE TRANSACTION AGREEMENT, “FOR” THE ADJOURNMENT OF THE LORAL STOCKHOLDER MEETING, “FOR” THE ELECTION OF DIRECTORS OF LORAL, “FOR” RATIFICATION OF LORAL’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, “FOR” THE ADVISORY VOTE ON COMPENSATION OF LORAL’S NAMED EXECUTIVE OFFICERS AND “FOR” THE ADVISORY VOTE ON COMPENSATION PAID OR PAYABLE TO LORAL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION.

For a discussion of risk factors that you should consider in evaluating the Transaction, see the section entitled, “Risk Factors” beginning on page 31 of the attached proxy statement/prospectus.

We urge you to read the attached proxy statement/prospectus carefully and in its entirety.

Sincerely,

Michael B. Targoff
Vice Chairman of the Board

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTION OR OTHER TRANSACTIONS DESCRIBED IN THE ATTACHED PROXY STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THE ATTACHED PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The attached proxy statement/prospectus is dated [           ], 2021 and is first being mailed to Loral stockholders on or about [           ], 2021.

 

Loral Space & Communications Inc.
600 Fifth Avenue
New York, New York 10020

NOTICE OF VIRTUAL ANNUAL GENERAL MEETING OF LORAL STOCKHOLDERS

Notice is hereby given that Loral Space & Communications Inc. will hold a virtual annual general meeting of its stockholders (the “Loral Stockholder Meeting”) exclusively online via live webcast at [           ] Eastern time on [           ], 2021. There will not be a physical meeting location. You will be able to attend the Loral Stockholder Meeting via live webcast, during which you will be able to vote your shares and submit questions by following the instructions on your proxy or voting instruction card. Online check-in will begin one hour prior to commencement of the Loral Stockholder Meeting, and we encourage you to allow ample time for the online check-in procedures. Please note that you will not be able to attend the Loral Stockholder Meeting in person.

We are holding the Loral Stockholder Meeting for the purposes of:

1.

Considering and voting on the adoption of the Transaction Agreement. The Transaction cannot be completed unless the Transaction Agreement is adopted by the affirmative vote of the holders of at least a majority of each of (i) the outstanding shares of Loral Voting Common Stock entitled to vote thereon (referred to herein as the “Statutory Vote”) and (ii) the outstanding shares of Loral Voting Common Stock who are unaffiliated with MHR, Telesat Corporation, PSP Investments, Merger Sub, Telesat CanHoldco, Red Isle, Telesat Partnership or certain of their respective affiliates as provided in the Transaction Agreement (referred to herein as the “Disinterested Stockholder Vote” and, together with the Statutory Vote, the “Requisite Stockholder Vote”). A copy of the Transaction Agreement is attached as Annex A to the accompanying proxy statement/prospectus (the “Transaction Proposal”);

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2.

Acting upon a proposal to adjourn the Loral Stockholder Meeting, if necessary or appropriate, to solicit additional proxies for the Loral Stockholder Meeting to adopt the Transaction Agreement in accordance with the terms of the Transaction Agreement (the “Adjournment Proposal”);

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3.

Electing to the Loral Board Mr. John D. Harkey, Jr. and Mr. Michael B. Targoff, who have been nominated by the Loral Board to continue to serve as Class II directors and whose current terms will expire at the Loral Stockholder Meeting (the “Director Election Proposal”);

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4.

Acting upon a proposal to ratify the appointment of Deloitte & Touche LLP as Loral’s independent registered public accounting firm for the year ending December 31, 2020 (the “Accounting Firm Proposal”);

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5.

Acting upon a proposal to approve, by non-binding, advisory vote, the compensation that may be paid or become payable to the Loral named executive officers in connection with the transactions contemplated by the Transaction Agreement (the “Officer Compensation Proposal”);

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6.

Acting upon a proposal to approve, by non-binding, advisory vote, the compensation of Loral’s named executive officers as described in this proxy statement/prospectus (the “Say-On-Pay Proposal”); and

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7.

Transacting such further or other business as may properly come before the Loral Stockholder Meeting and any adjournments or postponements thereof.

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The Loral Board initially set the record date for the Loral Stockholder Meeting for November 30, 2020; due to the expiration of deadlines under Loral’s organizational documents and applicable law, the

 

 

Loral Board rescinded the former November 30, 2020 record date and set May 7, 2021 as the new Record Date for the Loral Stockholder Meeting. Only holders of record of Loral Voting Common Stock at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Loral Stockholder Meeting. Loral will transact no other business at the Loral Stockholder Meeting except such business as may properly be brought before the meeting or any adjournment or postponement thereof by or at the direction of the Loral Board. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Loral Stockholder Meeting.

The Transaction Proposal is the only proposal that is a condition to completion of the Transaction.

If you are a registered Loral stockholder (i.e., you hold your shares of Loral Voting Common Stock through Loral’s transfer agent, Computershare), you do not need to register to attend the Loral Stockholder Meeting virtually on the Internet. Please follow the instructions on the proxy or voting instruction card that you received.

If you hold your shares of Loral Voting Common Stock through an intermediary, such as a bank or broker, you must register in advance to attend the Loral Stockholder Meeting virtually on the Internet.

To register to attend the Loral Stockholder Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your shares of Loral Voting Common Stock along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on [           ], 2021.

You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare at the following:

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail

Computershare
Loral Space & Communications Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

The Loral Board has determined that the Transaction Agreement and the Transaction are in the best interests of Loral and the Loral stockholders, recommends that the Loral stockholders vote to adopt the Transaction Agreement and has directed that the Transaction Agreement and the consummation of the Transaction be submitted to the Loral stockholders for their consideration.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE LORAL STOCKHOLDER MEETING ONLINE, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE TO MAKE SURE THAT YOUR SHARES OF LORAL VOTING COMMON STOCK ARE REPRESENTED AT THE LORAL STOCKHOLDER MEETING. IF LORAL STOCKHOLDERS OF RECORD RETURN PROPERLY EXECUTED PROXIES BUT DO NOT INDICATE HOW THEIR SHARES OF LORAL VOTING COMMON STOCK SHOULD BE VOTED ON A PROPOSAL, THE SHARES OF LORAL VOTING COMMON STOCK REPRESENTED BY THEIR PROPERLY EXECUTED PROXY WILL BE VOTED AS THE LORAL BOARD RECOMMENDS AND, THEREFORE, “FOR” EACH OF THE TRANSACTION PROPOSAL, THE ADJOURNMENT PROPOSAL, THE OFFICER COMPENSATION PROPOSAL, THE SAY-ON-PAY PROPOSAL, THE DIRECTOR ELECTION PROPOSAL AND THE ACCOUNTING FIRM PROPOSAL. EVEN IF YOU PLAN TO ATTEND THE LORAL STOCKHOLDER MEETING ONLINE VIA WEBCAST, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE BY (1) ACCESSING THE INTERNET WEBSITE SPECIFIED ON YOUR PROXY CARD, (2) CALLING THE TOLL-FREE NUMBER SPECIFIED ON YOUR PROXY CARD OR (3) COMPLETING, SIGNING,

 

 

DATING AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE PRIOR TO THE LORAL STOCKHOLDER MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE LORAL STOCKHOLDER MEETING. IF YOU VOTE YOUR SHARES ONLINE AT THE LORAL STOCKHOLDER MEETING, ANY PROXY PREVIOUSLY SUBMITTED WILL BE REVOKED.

 

 

ADDITIONAL INFORMATION

The accompanying document is the proxy statement for the Loral Stockholder Meeting and the prospectus of Telesat Corporation for its Telesat Corporation Shares to be issued to the Loral stockholders and other shareholders of Telesat upon consummation of the Transaction and upon exchange of the Telesat Partnership Units, and the prospectus of Telesat Partnership for its Telesat Partnership Units to be issued in connection with the consummation of the Transaction. This proxy statement/prospectus incorporates important business and financial information about Loral from other documents that are not included in or delivered with this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 409 of this proxy statement/prospectus for information on incorporation by reference.

Documents incorporated by reference are also available to Loral stockholders without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from Loral at the following address and telephone number:

Loral Space & Communications Inc.
600 Fifth Avenue
New York, New York 10020
(212) 697-1105

To receive timely delivery of the requested documents in advance of the Loral Stockholder Meeting, you should make your request no later than [                 ], 2021.

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Telesat Corporation and Telesat Partnership (File No. 333-      ) with respect to the Telesat Corporation Shares and Telesat Partnership Units to be issued in connection with the Transaction, constitutes a prospectus of each of Telesat Corporation and Telesat Partnership under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Telesat Corporation Shares and Telesat Partnership Units to be issued if the Transaction described in this proxy statement/prospectus is consummated. This document also constitutes a notice of virtual annual general meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Loral Stockholder Meeting at which Loral stockholders will be asked to consider and vote upon proposals described in this proxy statement/prospectus.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

 

iv

 

 

v

 

 

vi

 

 

vii

 

CURRENCIES

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•

“CAD$”, “C$” and “Canadian dollar” each refer to the Canadian dollar

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•

“$”, “USD”, “USD$”, “US$” and “US dollar” each refer to the US dollar

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viii

 

FREQUENTLY USED TERMS

This proxy statement/prospectus generally does not use technical defined terms, but a few frequently used terms may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/​prospectus:

“2026 Senior Secured Notes” mean the 5.625% Senior Secured Notes due in 2026 issued by Telesat and Telesat LLC, as the co-issuer.

“5% Holder” means, with respect to a person, that such person, together with its affiliates, beneficially owns 5% or more of the fully diluted Telesat Corporation Shares.

“8.875% Senior Notes” mean the 8.875% Senior Notes originally due in November 2024 issued by Telesat Canada and Telesat LLC, as the co-issuer, which were repaid in October 2019.

“Agreed Governmental Filings” means, for purposes of the Transaction Agreement, (i) the filing of a pre-merger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under the HSR Act and approval under the Competition Act (Canada); (ii) notices, approvals, clearance, findings of suitability or as otherwise may be required under the Radiocommunication Act, the Communications Act and the rules, regulations, and policies of ISED and the FCC (including, if applicable, any review by the Team Telecom Agencies and any related agreements regarding national security, law enforcement, defense or public safety issues existing or imposed in connection with the relevant FCC approvals or the approval by ISED to the extent such approvals are required to consummate the Transaction) and any statute, rule, regulation or policy of any other governmental agency with respect to the operation of radio apparatus, the use of radio spectrum and/or the provision of communications services; (iii) such notices, consents, approvals, orders, authorizations, registrations, declarations, licenses, and filings as may be required under the NISPOM (including any required DCSA approval), and the ITAR enforced by the DDTC; (iv) a joint voluntary notice by Loral, Telesat, Telesat Corporation and PSP Investments under the DPA and such other submissions by Loral, Telesat, Telesat Corporation or PSP Investments as are necessary or advisable in order to obtain CFIUS approval for the Transaction; and (v) any reviews that may be initiated pursuant to the national security review provisions in Part IV.1 of the Investment Canada Act.

“BCBCA” means the Business Corporations Act (British Columbia).

“CBCA” means the Canada Business Corporations Act.

“CFIUS” means the interagency Committee on Foreign Investment in the U.S. and any CFIUS member or participating agency or agencies acting on behalf of CFIUS.

“Change of Control” means (i) any person who, together with its affiliates and associates, acquires beneficial ownership of at least a majority of the Telesat Corporation Shares on a fully diluted basis, including by way of any arrangement, amalgamation, merger, consolidation, combination or acquisition of Telesat Corporation with, by or into another corporation, entity or person in one or more related transactions, or (ii) the sale of all or substantially all of the assets of Telesat Corporation to a third party.

“Class A Shares” means the Class A common shares of Telesat Corporation.

“Class A Special Voting Share” means the Class A Special Voting Share of Telesat Corporation.

“Class A Units” means the Class A units of Telesat Partnership.

“Class B Special Voting Share” means the Class B Special Voting Share of Telesat Corporation.

“Class B Shares” means the Class B common shares of Telesat Corporation.

“Class B Units” means the Class B units of Telesat Partnership.

“Class C Fully Voting Shares” means the Class C fully voting shares of Telesat Corporation.

“Class C Limited Voting Shares” means the Class C limited voting shares of Telesat Corporation.

 

ix

 

“Class C Shares” means, together, the Class C Fully Voting Shares and the Class C Limited Voting Shares.

“Class C Special Voting Share” means the Class C Special Voting Share of Telesat Corporation.

“Class C Units” means the Class C units of Telesat Partnership.

“Closing” means the consummation of the transactions occurring on the First Closing Day and Second Closing Day.

“Commissioner of Competition” means the Commissioner of Competition appointed pursuant to the Competition Act (Canada) or a person designated or authorized pursuant to the Competition Act (Canada) to exercise the powers and perform the duties of the Commissioner of Competition.

“Communications Act” means the U.S. Communications Act of 1934.

“COVID-19 Measures” means, for purposes of the Transaction Agreement, any actions or inactions taken (or not taken), or any plans, procedures or practices reasonably adopted (and compliance therewith), in each case, in connection with or in response to quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, directive, guidelines or recommendations promulgated by any applicable industry group or any governmental agency, including the Centers for Disease Control and Prevention and the World Health Organization.

“DCSA” means the U.S. Defense Counterintelligence and Security Agency.

“DDTC” means the U.S. Department of State, Directorate of Defense Trade Controls.

“DPA” means Section 721 of the Defense Production Act of 1950, as amended, as codified at 50 U.S.C. § 4565, and the regulations promulgated pursuant thereto as codified at 31 C.F.R. parts 800-802.

“Exchange Agent” means Computershare Trust Company, N.A.

“First Closing Day” means the first day of Closing.

“FTC” means the U.S. Federal Trade Commission.

“GAAP” means U.S. generally accepted accounting principles, as consistently applied by Loral prior to the date of the Transaction Agreement.

“GdM” means Globalstar de México, S. de R.L. de C.V, a Mexican sociedad de responsabilidad limitada de capital variable.

“Golden Share” means the Golden Share without par value in the capital of Telesat Corporation.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IFRS” means the International Financing Reporting Standards as issued by the International Accounting Standards Board.

“In All Material Respects” means that, for purposes of the Transaction Agreement, a covenant will be deemed to have been performed “In All Material Respects” unless both: (a) a party has sought to assert the failure to satisfy a closing condition based on the nonperformance of the covenant by providing written notice to the other parties specifying in reasonable detail the alleged breach of covenant, and (b) the covenant has not been performed in all material respects; provided that notwithstanding the foregoing, a covenant (excluding certain covenants of Loral relating to dividends, repurchases of equity and other changes to Loral’s capitalization) shall be deemed to have been performed “In All Material Respects” if (i) the covenant that has not been (or is asserted to have not been) performed in all material respects is a covenant of Loral and PSP Investments is expressly entitled to indemnification pursuant to the Transaction Agreement with respect to any such failure to perform, and (ii) Loral has acknowledged in writing such indemnification obligation.

“Incorporator” means Henry Intven.

 

x

 

“Independent Audit Committee Director” means a director who (i) satisfies the independence requirements of the applicable U.S. and/or Canadian securities exchanges on which the Telesat Public Shares are listed, (ii) is “independent” of Telesat Corporation within the meaning of National Instrument 52-110 — Audit Committees of the Canadian Securities Administrators and (iii) is “independent” of Telesat Corporation within the meaning of Section 10A(m)(3)(B) of the United States Securities Exchange Act of 1934.

“Investor Rights Agreements” means, together, the two separate investor rights agreements entered into between Telesat Corporation and each of MHR and PSP Investments on November 23, 2020.

“ISED” means the Minister of Innovation, Science and Industry acting in accordance with the powers and discretion accorded to the Minister under the Radiocommunication Act, the Investment Canada Act and related regulations.

“Joint Obligors” means Telesat CanHoldco and Telesat Corporation.

“Loral Common Shares” means, collectively, shares of the Loral Non-Voting Common Stock and the Loral Voting Common Stock.

“Loral Non-Voting Common Stock” means the Non-Voting Common Stock of Loral, $0.01 par value per share, as defined in the Certificate of Incorporation of Loral.

“Loral Voting Common Stock” means the Voting Common Stock of Loral, $0.01 par value per share, as defined in the Certificate of Incorporation of Loral.

“NISPOM” means the National Industrial Security Program Operating Manual administered by DCSA.

“Partnership Agreement” means the amended and restated limited partnership agreement of Telesat Partnership, to be entered into between Telesat Corporation, Red Isle, PSP Investments, Henry Intven, John Cashman, Colin Watson and each other person who will be admitted to Telesat Partnership as a limited partner in accordance with the provisions thereof on the First Closing Day, substantially in the form attached as Annex L hereto.

“PSP Investments Closing Cash Payment” means (i) the amount, if any, by which $7,000,000 exceeds the payment paid by Loral to Red Isle on the First Closing Day, multiplied by (ii) the Closing Gross-Up Factor.

“Radiocommunication Act” means the Radiocommunication Act (Canada).

“Registration Rights Agreement” means the registration rights agreement entered into between Telesat Corporation, MHR and certain of its affiliates and PSP Investments in connection with the Transaction, which will come into effect at the Effective Time pursuant to its terms.

“SEC” means the U.S. Securities and Exchange Commission.

“Senior Notes” mean the 6.5% Senior Notes due in 2027 issued by Telesat and Telesat LLC, as the co-issuer.

“Senior Secured Credit Facilities” mean the two outstanding secured credit facilities comprising a revolving facility maturing in 2024 and Term Loan B maturing in 2026.

“Senior Secured Notes” mean the 4.875% Senior Secured Notes due in 2027 issued by Telesat and Telesat LLC, as the co-issuer.

“SERP” means the Loral Supplemental Executive Retirement Plan.

 

xi

 

“Specially Designated Director” means a person who:

(i)

is designated as a director pursuant to Article 10.2(a)(iii) of the Telesat Articles,

​

(ii)

meets the criteria for an Independent Audit Committee Director,

​

(iii)

is not an affiliate or associate of PSP Investments, MHR or their permitted assignees (or any of their respective affiliates),

​

(iv)

together with such person’s immediate family and affiliates, has not received compensation or payments from PSP Investments, MHR or their permitted assignees (or any of their respective affiliates) in any of the past three (3) years in an amount in excess of US$120,000 per annum, excluding for these purposes any directors fees, and

​

(v)

is Canadian.

​

“Special Nomination Termination Date” means the earlier of: (i) Telesat Corporation’s annual meeting of shareholders held in calendar year 2024 (unless that meeting is held more than 30 days prior to the one-year anniversary of Telesat Corporation’s annual meeting of shareholders held in calendar year 2023, in which case, Telesat Corporation’s annual meeting of shareholders held in calendar year 2025), and (ii) the Special Board Date (as defined under the section “Description of Telesat Partnership Units and GP Units — Amendments to the Partnership Agreement”).

“Special Voting Shares” means, together, the Class A Special Voting Share, the Class B Special Voting Share and the Class C Special Voting Share.

“Team Telecom Agencies” means, collectively, the U.S. Departments of Defense, Justice (including the Federal Bureau of Investigation) and Homeland Security, the “Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector” as established by Executive Order on April 4, 2020 or any successor to any of the foregoing.

“Telesat Articles” means the Articles of Amalgamation of Telesat dated January 1, 2017.

“Telesat CanHoldco Shares” means shares of common stock of Telesat CanHoldco.

“Telesat Control Transaction” means the consummation of a merger, amalgamation, arrangement or consolidation of Telesat Corporation, other than any transaction which would result in the holders of outstanding voting securities of Telesat Corporation (assuming the exchange of all outstanding Telesat Partnership Units for Telesat Corporation Shares) immediately prior to such transaction having at least a majority of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction, with the voting power of each such continuing holder relative to other continuing holders not being altered substantially in such transaction.

“Telesat Common Shares” means the Common Shares of Telesat as defined in the Telesat Articles.

“Telesat Corporation Articles” means the organizational documents of Telesat Corporation, as amended and restated.

“Telesat Corporation Board” means the board of directors of Telesat Corporation.

“Telesat Corporation Consideration” means the Telesat Public Shares issued to a Loral stockholder that (a) elects to receive (i) Class A Shares if such Loral stockholder can demonstrate it is Canadian (as such term is defined in the Investment Canada Act) or (ii) Class B Shares or (b) fails to elect to receive units of Telesat Partnership pursuant to the Transaction Agreement.

“Telesat Corporation Shares” means collectively the Class A Shares, Class B Shares and Class C Shares of Telesat Corporation.

“Telesat Corporation Share Value” means the product of (a) the Telesat-to-Telesat Corporation Exchange Ratio, multiplied by (b) the closing trading price of a share of Loral Voting Common Stock on the trading date ended on the second business day prior to the First Closing Day.

 

xii

 

“Telesat Director Voting Preferred Shares” means the Director Voting Preferred Shares of Telesat as defined in the Telesat Articles.

“Telesat Equity Interests” means the Telesat Common Shares, Telesat Director Voting Preferred Shares, Telesat Non-Voting Participating Preferred Shares, Telesat Redeemable Common Shares, Telesat Redeemable Non-Voting Participating Preferred Shares, Telesat Voting Participating Preferred Shares and Telesat Senior Preferred Shares (each as defined in the Telesat Articles).

“Telesat Non-Voting Participating Preferred Shares” means the Non-Voting Participating Preferred Shares of Telesat as defined in the Telesat Articles.

“Telesat Options” means options to purchase Telesat Non-Voting Participating Preferred Shares.

“Telesat Partnership Consideration” means the Telesat Partnership Units issued to a Loral stockholder that validly elects to receive (a) Class A Units if such Loral stockholder can demonstrate it is Canadian (as such term is defined in the Investment Canada Act), or (b) Class B Units, pursuant to the Transaction Agreement.

“Telesat Public Shares” means, together, the Class A Shares and Class B Shares of Telesat Corporation.

“Telesat RSUs” means restricted stock units that represent the right to receive Telesat Non-Voting Participating Preferred Shares.

“Telesat Tandem SARs” means tandem stock appreciation rights accompanying certain Telesat Options.

“Telesat Voting Participating Preferred Shares” means the Voting Participating Preferred Shares of Telesat as defined in the Telesat Articles.

“Telesat-to-Telesat Corporation Exchange Ratio” means 0.4136 Telesat Corporation Shares for each Telesat Common Share, Telesat Non-Voting Participating Preferred Share or Telesat Voting Participating Preferred Share (including all outstanding shares in the capital of Telesat underlying Telesat Options, Telesat Tandem SARs and Telesat RSUs).

“Transaction Consideration” means, collectively the Telesat Partnership Consideration and the Telesat Corporation Consideration.

“Trust” means the Telesat Corporation Trust, an irrevocable trust to be established by an individual and formed under the laws of the Province of Ontario pursuant to the Trust Agreement.

“Trust Agreement” means the trust agreement establishing the Trust, to be entered into between the settlor of the Trust and the Trustee on the First Closing Day.

“Trust Voting Agreement” means the voting agreement to be entered into between the Trustee, Telesat Corporation and Telesat Partnership on the First Closing Day.

“Trustee” means the trustee of the Trust, as determined from time to time in accordance with the Trust Agreement, who will initially be TSX Trust Company.

“Unwind Transaction” means, collectively, (i) the conversion of all of the Class B Shares into Class A Shares and (ii) the other transactions, events and occurrences specified in the Telesat Corporation Articles to occur upon an Unwind Trigger, including the redemption of the Golden Share and the Special Voting Shares and the expiration of the provisions in Part 24 of the Telesat Corporation Articles.

“Unwind Trigger” means the occurrence of both clauses (i) and (ii): (i) the occurrence of any one of the following: (A) the election of Telesat Corporation (which election, until the Special Board Date, must be made with the approval of the majority of the Specially Designated Directors (as defined under the section “Post-Closing Governance — Director Independence”) then in office) to effect the Unwind Transaction, if: (a) no person who is not a Canadian, or any voting group comprised of any persons who are not Canadians, in each case, beneficially owns or controls, directly or indirectly, one-third or more of the fully diluted Telesat Corporation Shares, (b) Telesat Corporation becomes widely held, such that at least

 

xiii

 

70% of the fully diluted Telesat Corporation Shares are held by holders that do not beneficially own or control, directly or indirectly (and are not members of any group that beneficially owns or controls, directly or indirectly), 10% or more of the fully diluted Telesat Corporation Shares, collectively, or are entitled to report their ownership interest in Telesat Corporation for purposes of U.S. federal securities laws on (i) Form 13F or (ii) Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) promulgated under the Exchange Act, and (c) a majority of the members of the Telesat Corporation Board remain Canadian (as defined in the Investment Canada Act) at the time of the Unwind Transaction, or (B) a Change of Control; and (ii) both (1) the absence of any determination by the Telesat Corporation Board that the Unwind Transaction would constitute a breach of, or an acceleration of the performance of any obligation under, any material agreement of Telesat Corporation, in each case, within 60 days of written notice to the Telesat Corporation Board (as defined under the section “The Transaction Agreement — Indemnification of PSP Investments”) of the occurrence of any event set forth in (i) above; provided, however, that in the event of the occurrence of a Change of Control, the fact that such occurrence could be deemed as a Change of Control under Telesat Corporation’s outstanding indebtedness or other material agreements shall be excluded for purposes of this subclause (1) if such indebtedness is refinanced or intended to be refinanced in connection with the occurrence of such Change of Control; and (2) receipt by Telesat Corporation of all required governmental authorizations for the Unwind Transaction.

“Voting Directors” means John P. Cashman and Colin D. Watson.

“XTAR” means XTAR, LLC, a Delaware limited liability company.

 

xiv

 

QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Transaction, the Transaction Agreement and the Loral Stockholder Meeting. These questions and answers may not address all questions that may be important to you as a Loral stockholder. Please refer to the section entitled, “Summary” beginning on page 8 of this proxy statement/prospectus and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/​prospectus and the documents referred to in this proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions under the section entitled, “Where You Can Find More Information” beginning on page 409 of this proxy statement/prospectus.

Q.

What is the proposed Transaction?

​

A.

The Transaction is a complex, cross-border transaction designed to combine Loral and Telesat into a new Canadian public company. The Transaction would consolidate Loral stockholders’ equity in Loral and PSP Investments (through its wholly owned subsidiary, Red Isle) and the other Telesat shareholders’ equity in Telesat into a new, integrated capital structure in which each of Loral and Telesat would become indirect wholly owned subsidiaries of Telesat Partnership. Telesat Corporation is the controlling general partner of Telesat Partnership.

​

By virtue of the Transaction, Loral stockholders would receive, at their election and subject to the terms and conditions of the Transaction Agreement and as further described herein, Telesat Public Shares or Telesat Partnership Units that are exchangeable for Telesat Public Shares following the Lock-Up Period and in certain other circumstances. Neither the Loral Board nor the Special Committee makes any recommendation as to whether any Loral stockholder should make a Telesat Partnership Election. A Loral stockholder’s determination to make a Telesat Partnership Election is purely voluntary, and Loral stockholders will not have the benefit of considering any recommendation of the Loral Board or the Special Committee with respect to such determination.

Q.

What will happen as a result of the Transaction?

​

A.

Consummation of the Transaction will involve a complicated series of steps, each taking place over the course of two consecutive business days.

​

Consummation of the Transaction will result in (i) Telesat Partnership indirectly owning all of the economic interests in Telesat, (ii) Telesat Corporation becoming the publicly traded general partner of Telesat Partnership, (iii) Merger Sub merging with and into Loral, with Loral surviving the Merger as a wholly owned subsidiary of Telesat Partnership, and (iv) the outstanding Loral Common Shares being cancelled and converted into the right to receive, at the election of Loral stockholders, Telesat Public Shares and/or Telesat Partnership Units that are exchangeable for Telesat Public Shares.

Telesat Corporation will be subject to several special governance provisions designed to maintain Telesat’s status as Canadian-controlled for regulatory purposes and to preserve and obtain future Canadian government support. Certain of these provisions are designed to continue the effect of the governance provisions of the existing Telesat Shareholders Agreement. The effect of these provisions is, among other things, to provide Canadian shareholders with a majority of votes cast on all matters submitted to a vote of Telesat Corporation shareholders through a Golden Share voted pursuant to a formula based on the vote of Canadian shareholders, even if such Canadian shareholders do not own a majority economic interest, as described in the section entitled “Description of Telesat Corporation Shares — Meetings and Voting Rights — Golden Share Mechanic” and in the section entitled “Risk Factors — Risks Relating to the Ownership of Telesat Public Shares and Telesat Partnership Units — The vote of the holders of Class B Shares voting with respect to a particular matter may be diluted by the Golden Share”.

The special governance provisions favoring Canadian citizens also include the following provisions relating to the Telesat Corporation board of directors:

•

At least a majority of the members of Telesat Corporation’s board of directors and each committee will be required to be Canadian (for the purposes of this section, as defined in the

​

 

FAQ-1

 

Investment Canada Act) and nominated by Canadians, as described in the section entitled “Post-Closing Governance — Composition of the Telesat Corporation Board and Committees — Canadian Director and Committee Member Requirements”; and

•

A quorum at any meeting of Telesat Corporation’s board of directors will require that a majority of the members present be both Canadian and nominated by Canadians, as described in the section entitled “Post-Closing Governance — Quorum”.

​

Q.

Why am I receiving this proxy statement/prospectus?

​

A.

The Loral Board is using this proxy statement/prospectus to solicit proxies of Loral stockholders in connection with seeking approval of the Transaction. The Transaction will not be consummated unless the Transaction Agreement is adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of Loral Voting Common Stock entitled to vote on such proposal, as well as the affirmative vote of the holders of at least a majority of the outstanding shares of Loral Voting Common Stock held by stockholders who are unaffiliated with MHR, Telesat Corporation, PSP Investments, Merger Sub, Telesat CanHoldco, Red Isle, Telesat Partnership or certain of their respective affiliates as provided in the Transaction Agreement. In addition, Telesat Corporation and Telesat Partnership are using this proxy statement/prospectus as a prospectus because Telesat Partnership is issuing Telesat Partnership Units in connection with the Transaction that will be exchangeable for Telesat Corporation Shares following the Lock-Up Period and in certain other circumstances.

​

Q.

Am I being asked to vote on any other proposals at the Loral Stockholder Meeting in addition to the Transaction Proposal?

​

A.

Yes. The matters described below will be proposed for Loral stockholders’ consideration and approval at the Loral Stockholder Meeting. In addition to the Transaction Proposal, at the Loral Stockholder Meeting, Loral stockholders will be asked to:

​

•

Act upon a proposal to adjourn the Loral Stockholder Meeting, if necessary or appropriate, to solicit additional proxies for the Loral Stockholder Meeting to adopt the Transaction Agreement in accordance with the terms of the Transaction Agreement (otherwise referred to herein as the “Adjournment Proposal”);

​

•

Elect to the Loral Board John D. Harkey, Jr. and Michael B. Targoff, who have been nominated by the Loral Board to continue to serve as Class II directors and whose current term will expire at the Loral Stockholder Meeting (otherwise referred to herein as the “Director Election Proposal”);

​

•

Act upon a proposal to ratify the appointment of Deloitte & Touche LLP as Loral’s independent registered public accounting firm for the year ending December 31, 2020 (otherwise referred to herein as the “Accounting Firm Proposal”);

​

•

Act upon a proposal to approve, on a non-binding, advisory basis, the compensation of Loral’s named executive officers that may be paid or become payable in connection with the Transaction (otherwise referred to herein as the “Officer Compensation Proposal”);

​

•

Act upon a proposal to approve, on a non-binding, advisory basis, the compensation of Loral’s named executive officers as described in this proxy statement/prospectus (otherwise referred to herein as the “Say-On-Pay Proposal” and, together with the Transaction Proposal, the Adjournment Proposal, the Director Election Proposal, the Accounting Firm Proposal and the Officer Compensation Proposal, the “Loral Stockholder Meeting Proposals”); and

​

•

Transact such further or other business as may properly come before the Loral Stockholder Meeting and any adjournments or postponements thereof.

​

On January 5, 2021, Loral received a written notice (the “NASDAQ Notice”) from the Listing Qualifications Department of The NASDAQ Stock Market as a result of Loral not having held an annual meeting of stockholders within 12 months of the end of its fiscal year on December 31, 2019. On February 17, 2021, Loral submitted to NASDAQ its plan to regain compliance with the NASDAQ Rules by holding an annual meeting of stockholders for 2020; accordingly, the Loral Stockholder Meeting and the proposals described herein are meant to, among other things, satisfy the requirements

 

FAQ-2

 

in respect of an annual meeting of stockholders for 2020. On April 20, 2021, NASDAQ granted Loral an extension until June 30, 2021 to regain compliance with the NASDAQ Rules. For additional information regarding the NASDAQ Notice and the delayed annual meeting of stockholders for 2020, see “The Loral Stockholder Meeting  — Delayed 2020 Annual Meeting”.

Q.

What are Loral’s reasons for the Transaction?

​

A.

The Loral Board recommends that the Loral stockholders vote to approve the adoption of the Transaction Agreement because the Loral Board believes the Transaction will, among other things:

​

•

Better align the interests of the direct and indirect equityholders in Telesat;

​

•

Facilitate access to the public equity markets to fund Telesat’s planned low earth orbit (“LEO”) satellite network (the “Lightspeed constellation”) as well as Canadian government support therefor, as it is estimated that the Lightspeed constellation will require a capital investment of approximately US$5 billion;

​

•

Help improve liquidity over time, including by potentially attracting the interest of Canadian institutional investors;

​

•

Be more favorable to the Loral stockholders as compared to alternative transaction structures, including those that have been previously pursued by the parties (see the section entitled “The Transaction — Background of the Transaction”);

​

•

Result in Loral stockholders receiving the benefit of holding their interests in Telesat Corporation directly, rather than holding their interests in Telesat indirectly through Loral;

​

•

Result in Telesat receiving certain important covenant relief under the terms of Telesat’s existing debt securities, due to Telesat being beneficially owned by a single public company such as Telesat Corporation; and

​

•

Facilitate potential future strategic transactions that could involve the stock of Telesat Corporation.

​

For additional information regarding the reasons for the Loral Board’s recommendation of the Transaction, see “The Transaction — Recommendation of the Loral Board and its Reasons for the Transaction”. For additional information regarding the Lightspeed constellation, see “Telesat Corporation — Our GEO Business and Our LEO Opportunity — Overview of Telesat Lightspeed”.

Q.

Who will be the board of directors and management of Telesat Corporation?

​

A.

The directors of Telesat Corporation immediately following the consummation of the Transaction will be: Mr. Daniel Goldberg, the Chief Executive Officer of Telesat; Mr. Jason A. Caloras, Dr. Mark H. Rachesky and Mr. Michael B. Targoff, or if any such persons are unable or unwilling to serve as such, a replacement designated by MHR pursuant to the Investor Rights Agreement with MHR; Ms. Mélanie Bernier, Mr. Michael Boychuk and Mr. Guthrie Stewart, or if any such persons are unable or unwilling to serve as such, a replacement designated by PSP Investments pursuant to the Investor Rights Agreement with PSP Investments; and Mr. Henry Intven, Mr. Dick Fadden and a third individual who will (i) qualify as a “Specially Designated Director” under the Telesat Corporation Articles and (ii) be mutually agreed by PSP Investments and Loral (including the Special Committee). See “Post-Closing Organizational Structure — Corporate Governance and Management of Telesat Corporation” for details of who may qualify as a “Specially Designated Director”, and for additional information on the board of directors and management of Telesat Corporation.

​

Q.

How can I attend the Loral Stockholder Meeting?

​

A.

The Loral Stockholder Meeting will be a completely virtual meeting of Loral stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Loral Stockholder Meeting only if you were a Loral stockholder as of the close of business on the Record Date or if you hold a valid proxy for the Loral Stockholder Meeting. No physical meeting will be held.

​

You will be able to attend the Loral Stockholder Meeting online and submit your questions during the meeting by following the instructions on your proxy or voting instruction card. You also will be able to vote your shares online by attending the Loral Stockholder Meeting by webcast.

 

FAQ-3

 

To participate in the Loral Stockholder Meeting, you will need to review the information included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

If you hold your shares of Loral Voting Common Stock through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at [           ] a.m., Eastern time. You are encouraged to access the meeting prior to the start time leaving ample time for check-in. Please follow the registration instructions as outlined in this proxy statement/prospectus and in your proxy or voting instruction card.

Q.

How do I register to attend the Loral Stockholder Meeting virtually on the Internet?

​

A.

If you are a registered Loral stockholder (i.e., you hold your shares of Loral Voting Common Stock through Loral’s transfer agent, Computershare), you do not need to register to attend the Loral Stockholder Meeting virtually on the Internet. Please follow the instructions on the proxy or voting instruction card that you received.

​

If you hold your shares of Loral Voting Common Stock through an intermediary, such as a bank or broker, you must register in advance to attend the Loral Stockholder Meeting virtually on the Internet.

To register to attend the Loral Stockholder Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your shares of Loral Voting Common Stock along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern time, on [           ], 2021.

You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare at the following:

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail

Computershare
Loral Space & Communications Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Q.

Who can vote at the Loral Stockholder Meeting?

​

A.

All of the holders of Loral Voting Common Stock of record as of the Record Date are entitled to receive notice of and to vote at the Loral Stockholder Meeting. As of the Record Date, there were [           ] shares of Loral Voting Common Stock outstanding and entitled to vote at the Loral Stockholder Meeting held by approximately [           ] holders of record. Each outstanding share of Loral Voting Common Stock is entitled to one vote on each proposal presented at the Loral Stockholder Meeting.

​

Q.

What constitutes a quorum?

​

A.

To constitute a quorum for the conduct of the Loral Stockholder Meeting, there must be present at the Loral Stockholder Meeting online via webcast or by proxy Loral stockholders entitled to cast a majority of all the votes entitled to vote at the meeting. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Loral Stockholder Meeting.

​

 

FAQ-4

 

Q.

What vote is required to approve the proposals?

​

A.

The proposals to be voted upon at the Loral Stockholder Meeting require the votes described below in order to be approved.

​

•

Transaction Proposal.   Approval of the adoption of the Transaction Agreement requires obtaining the affirmative vote of the holders of at least a majority of each of (i) the outstanding shares of Loral Voting Common Stock entitled to vote thereon (referred to herein as the “Statutory Vote”) and (ii) the outstanding shares of Loral Voting Common Stock who are unaffiliated with MHR, Telesat Corporation, PSP Investments, Merger Sub, Telesat CanHoldco, Red Isle, Telesat Partnership or certain of their respective affiliates as provided in the Transaction Agreement (referred to herein as the “Disinterested Stockholder Vote” and, together with the Statutory Vote, the “Requisite Stockholder Vote”). Broker non-votes and abstentions will have the same effect as a vote “AGAINST” the adoption of the Transaction Agreement.

​

•

Adjournment Proposal.   Approval requires the affirmative vote of a majority of all votes present, virtually or represented by proxy, at the Loral Stockholder Meeting and entitled to vote thereon (whether or not a quorum is present). Abstentions will have the effect of votes against the proposal. “Broker non-votes” will not have any effect on the adoption of the proposal.

​

•

Director Election Proposal.   Election of the Class II directors to the Loral Board requires a plurality of votes cast “FOR” each such director. This means that the two nominees with the most votes cast in their favor will be elected to the Class II directorships. Votes withheld from one or more director nominees will have no effect on the election of any director from whom votes are withheld. If you do not want to vote your shares for a nominee, you may indicate that in the space provided on the proxy card or the voting instruction card or withhold authority as prompted during telephone or Internet voting. In the unanticipated event that a director nominee is unable or declines to serve, the proxy will be voted for such other person as shall be designated by the Loral Board to replace the nominee, or in lieu thereof, the Loral Board may reduce the number of directors.

​

•

Accounting Firm Proposal.   Approval requires the affirmative vote of a majority of all votes present, virtually or represented by proxy, at the Loral Stockholder Meeting and entitled to vote thereon. Abstentions will have the effect of votes against the proposal. “Broker non-votes,” if any, will not have any effect on the adoption of the proposal. Your broker has the authority to exercise discretion with respect to ratification of appointment of Deloitte & Touche LLP if it has not received your instructions for that proposal because that matter is treated as routine under applicable rules.

​

•

Officer Compensation Proposal.   Approval requires the affirmative vote of a majority of all votes present, virtually or represented by proxy, at the Loral Stockholder Meeting and entitled to vote thereon. Abstentions will have the effect of votes against the proposal. “Broker non-votes” will not have any effect on the adoption of the proposal. The results of this vote are not binding on the Loral Board, whether or not it is adopted by the aforementioned voting standard.

​

•

Say-On-Pay Proposal.   Approval requires the affirmative vote of a majority of all votes present, virtually or represented by proxy, at the Loral Stockholder Meeting and entitled to vote thereon. Abstentions will have the effect of votes against the proposal. “Broker non-votes” will not have any effect on the adoption of the proposal. The results of this vote are not binding on the Loral Board, whether or not it is adopted by the aforementioned voting standard. In evaluating the vote on this advisory resolution, the Loral Board will consider the voting results in their entirety.

​

Q.

How does the Loral Board recommend that I vote?

​

A.

The Loral Board has approved the Transaction Agreement, the Transaction and the other transactions contemplated by the Transaction Agreement and recommends that the Loral stockholders vote “FOR” the Transaction Proposal, “FOR” the Adjournment Proposal, “FOR” the Director Election Proposal, “FOR” the Accounting Firm Proposal, “FOR” the Officer Compensation Proposal and “FOR” the Say-On-Pay Proposal.

​

For a more complete description of the recommendation of the Loral Board, see “The Transaction — Recommendation of the Loral Board and its Reasons for the Transaction”.

 

FAQ-5

 

Q.

Do any of Loral’s directors or officers have interests in the Transaction that may differ from or be in addition to my interests as a stockholder?

​

A.

Yes, Loral’s directors and officers have interests in the Transaction that are different from, or in addition to, their interests as Loral stockholders. The members of the Loral Board were aware of and considered these interests, among other matters, in evaluating the Transaction Agreement and the Transaction, and in recommending that Loral stockholders vote “FOR” the Transaction Proposal. For a description of these interests, see the section entitled “The Transaction — Interests of Certain Persons Related to Loral in the Transaction” and “— Golden Parachute Compensation”.

​

Q.

Are there any conditions to closing of the Transaction?

​

A.

In addition to Requisite Stockholder Vote, there are a number of customary conditions that must be satisfied or waived (if permitted to be waived) for the Transaction to be consummated. For a description of all of the conditions to the Transaction, see “The Transaction Agreement — Conditions to the Consummation of the Transaction Contemplated by the Transaction Agreement”. The Transaction Proposal is the only proposal that is a condition to completion of the Transaction.

​

Q.

Are there risks associated with the Transaction that I should consider in deciding how to vote?

​

A.

Yes. There are a number of risks related to the Transaction that are discussed in this proxy statement/​prospectus described under the section entitled “Risk Factors” beginning on page 31.

​

Q.

Will my rights as a Loral stockholder change as a result of the Transaction?

​

A.

Yes. Loral stockholders will have different rights as holders of equity interests in Telesat Corporation or Telesat Partnership following completion of the Transaction. For more information regarding the differences in stockholder rights, see “Comparison of Rights of Telesat Corporation Shareholders, Telesat Partnership Unitholders and Loral Stockholders”.

​

Q.

When do you expect the Transaction to be completed?

​

A.

The parties to the Transaction Agreement expect to complete the Transaction as soon as reasonably practicable following satisfaction of all of the required conditions. If the Loral stockholders vote to adopt the Transaction Agreement and if the other conditions to closing the Transaction are satisfied or waived (if permitted to be waived), it is currently expected that the Transaction will be completed in the second or third fiscal quarter of 2021 (subject to the right of PSP Investments and Loral to extend the Closing for up to 120 days). There is, however, no guarantee that the conditions to the Transaction will be satisfied or that the Transaction will close.

​

Q.

Are Loral stockholders entitled to appraisal rights?

​

A.

No. Loral stockholders are not entitled to exercise appraisal rights in connection with the Transaction. See “The Transaction — Effect of the Transaction” for further information.

​

Q.

What do I need to do now?

​

A.

Even if you plan to attend the Loral Stockholder Meeting virtually, after carefully reading and considering the information contained in this proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed pre-addressed postage-paid envelope or, if available, by submitting your proxy by one of the other methods specified in your proxy card or voting instruction card as promptly as possible so that your shares of Loral Voting Common Stock will be represented and voted at the Loral Stockholder Meeting. Please refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you. The method by which you submit a proxy will in no way limit your right to vote at the Loral Stockholder Meeting if you later decide to attend the meeting virtually. If, however, your shares of Loral Voting Common Stock are held in the name of a broker or other nominee, you must obtain a legal proxy, executed in your favor, from your broker or other nominee, to be able to vote online at the Loral Stockholder Meeting.

​

 

FAQ-6

 

Q.

How will my proxy be voted?

​

A.

All shares of Loral Voting Common Stock entitled to vote and represented by properly completed proxies received prior to the Loral Stockholder Meeting, and not revoked, will be voted at the Loral Stockholder Meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of Loral Voting Common Stock should be voted on a matter, the shares of Loral Voting Common Stock represented by your proxy will be voted as the Loral Board recommends and, therefore, “FOR” the Transaction Proposal, “FOR” the Adjournment Proposal, “FOR” the Director Election Proposal, “FOR” the Accounting Firm Proposal, “FOR” the Officer Compensation Proposal and “FOR” the Say-On-Pay Proposal. See “The Loral Stockholder Meeting — About Abstentions and Broker Non-Votes”.

​

Q.

How can I change or revoke my vote?

​

A.

You may revoke your proxy or change your vote at any time before your proxy is voted at the Loral Stockholder Meeting in one of three ways:

​

•

Notify the Corporate Secretary of Loral in writing, in time to be received before the Loral Stockholder Meeting, that you are revoking your proxy;

​

•

Submit another proxy by mail, telephone or the Internet (or voting instruction card if you hold your shares in “street name”) with a later date; or

​

•

Vote online at the Loral Stockholder Meeting by following the instructions on your proxy or voting instruction card.

​

Q.

What does it mean if I receive more than one proxy or voting instruction card?

​

A.

It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please vote all of your shares.

​

Q.

Who will count the votes?

​

A.

Computershare Trust Company, N.A. (“Computershare”) will act as the inspector of election and will tabulate the votes.

​

Q.

Who can help answer any other questions I might have?

​

A.

Loral has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the Loral Stockholder Meeting. If you have any questions about the Transaction or how to submit your proxy or need additional copies of this proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact: D.F. King, Loral’s proxy solicitor, by calling toll-free at (800) 821-8781. Banks, brokerage firms and other nominees may call collect at (212) 269-5550.

​

 

FAQ-7

 

8

 

​

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

19

 

20

 

​	GP Units	​	​	Held by Telesat Corporation.	​
​	Class A Units	​	​	Held by Loral stockholders who make a valid Telesat Partnership Election and demonstrate that they are Canadian. Following the Lock-Up Period, may be exchanged for Class A Shares on a 1:1 basis. Prior to exchange, may vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis through a voting trust mechanism.	​
​	Class B Units	​	​	Held by Loral stockholders who make a valid Telesat Partnership Election and do not demonstrate that they are Canadian. MHR has committed in the Voting Support Agreement to make a Telesat Partnership Election and receive Class B Units. Following the Lock-Up Period, may be exchanged for Class B Shares on a 1:1 basis. Prior to exchange, may vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis through a voting trust mechanism.	​
​	Class C Units	​	​	Held by Red Isle. Following the Lock-Up Period, may be exchanged for Class C Shares on a 1:1 basis. Prior to exchange, may vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis through a voting trust mechanism.	​

​	Class A Shares	​	​	Initially held by former direct shareholders in Telesat and by Loral stockholders who make a Telesat Corporation Election, or fail to make a valid Telesat Partnership Election, and demonstrate that they are Canadian.	​
​	Class B Shares	​	​	Initially held by former direct shareholders in Telesat and by Loral stockholders who make a Telesat Corporation Election, or fail to make a valid Telesat Partnership Election, and do not demonstrate that they are Canadian.	​
​	Class C Fully Voting Shares	​	​	Held by Red Isle.	​
​	Class C Limited Voting Shares	​	​	Held by Red Isle. Votes on all matters submitted to Telesat Corporation shareholders, other than election of directors.	​
​	Golden Share	​	​	Initially held by the Trust. The Golden Share is voted pursuant to the terms of the Telesat Corporation Articles to ensure that a majority of the votes on any matter submitted to a vote of the shareholders of Telesat Corporation are Canadian. The Golden Share has no material economic entitlement.	​
​	Special Voting Shares Class A,	​	​	Initially held by the Trust. The Special Voting Shares are voted pursuant to the direction of the corresponding class of Telesat Partnership Units to enable the holders of such	​

21

 

​

Class B and Class C

​

​

Telesat Partnership Units to vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis. The Special Voting Shares have no material economic entitlement.

​

22

 

23

 

​

​

​

Years ended December 31,

​

(in CAD$ millions)

​

​

2016(1)

​

​

2017(1)

​

​

2018(1)

​

​

2019

​

​

2020

​

Statement of Income (Loss) Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Broadcast

​

​

​

$

486.5

​

​

​

​

$

472.8

​

​

​

​

$

455.1

​

​

​

​

$

444.5

​

​

​

​

$

411.4

​

​

Enterprise

​

​

​

​

420.1

​

​

​

​

​

430.3

​

​

​

​

​

428.2

​

​

​

​

​

444.7

​

​

​

​

​

389.7

​

​

Consulting and other

​

​

​

​

24.3

​

​

​

​

​

24.3

​

​

​

​

​

19.6

​

​

​

​

​

21.7

​

​

​

​

​

19.4

​

​

Total operating revenues

​

​

​

​

930.9

​

​

​

​

​

927.4

​

​

​

​

​

902.9

​

​

​

​

​

910.9

​

​

​

​

​

820.5

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses

​

​

​

​

(174.9)

​

​

​

​

​

(187.7)

​

​

​

​

​

(185.8)

​

​

​

​

​

(165.5)

​

​

​

​

​

(180.9)

​

​

Depreciation

​

​

​

​

(224.8)

​

​

​

​

​

(221.1)

​

​

​

​

​

(224.9)

​

​

​

​

​

(243.0)

​

​

​

​

​

(216.9)

​

​

Amortization

​

​

​

​

(27.7)

​

​

​

​

​

(26.3)

​

​

​

​

​

(24.3)

​

​

​

​

​

(23.3)

​

​

​

​

​

(17.2)

​

​

Other operating (losses) gains, net

​

​

​

​

(2.6)

​

​

​

​

​

5.9

​

​

​

​

​

0.7

​

​

​

​

​

(0.9)

​

​

​

​

​

(0.2)

​

​

Operating income:

​

​

​

​

500.9

​

​

​

​

​

498.2

​

​

​

​

​

468.7

​

​

​

​

​

478.3

​

​

​

​

​

405.3

​

​

Other (expenses) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

​

​

​

(198.8)

​

​

​

​

​

(200.1)

​

​

​

​

​

(237.8)

​

​

​

​

​

(258.3)

​

​

​

​

​

(203.8)

​

​

Loss on refinancing

​

​

​

​

(31.9)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(151.9)

​

​

​

​

​

—

​

​

Interest and other income

​

​

​

​

6.1

​

​

​

​

​

3.0

​

​

​

​

​

16.5

​

​

​

​

​

20.0

​

​

​

​

​

5.2

​

​

Gain (loss) on changes in fair value of financial instruments

​

​

​

​

7.9

​

​

​

​

​

60.3

​

​

​

​

​

(18.2)

​

​

​

​

​

(49.7)

​

​

​

​

​

(13.1)

​

​

Gain (loss) on foreign exchange

​

​

​

​

92.6

​

​

​

​

​

223.9

​

​

​

​

​

(259.1)

​

​

​

​

​

163.8

​

​

​

​

​

47.6

​

​

Tax (expense) recovery

​

​

​

​

(83.9)

​

​

​

​

​

(80.2)

​

​

​

​

​

(61.1)

​

​

​

​

​

(15.1)

​

​

​

​

​

4.4

​

​

Net income (loss):

​

​

​

$

292.9

​

​

​

​

$

505.1

​

​

​

​

$

(90.9)

​

​

​

​

$

187.2

​

​

​

​

$

245.6

​

​

Statement of Cash Flows Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

​

​

$

527.4

​

​

​

​

$

486.7

​

​

​

​

$

466.3

​

​

​

​

$

375.6

​

​

​

​

$

372.4

​

​

Net cash used in investing activities

​

​

​

​

(286.1)

​

​

​

​

​

(164.6)

​

​

​

​

​

(103.3)

​

​

​

​

​

(39.6)

​

​

​

​

​

(93.0)

​

​

Net cash used in financing activities

​

​

​

​

(139.8)

​

​

​

​

​

(588.8)

​

​

​

​

​

(114.2)

​

​

​

​

​

(40.3)

​

​

​

​

​

(450.2)

​

​

Balance Sheet Data (end of period):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

782.4

​

​

​

​

$

479.0

​

​

​

​

$

768.4

​

​

​

​

$

1,027.2

​

​

​

​

$

818.4

​

​

Total assets

​

​

​

​

6,138.6

​

​

​

​

​

5,697.6

​

​

​

​

​

5,884.5

​

​

​

​

​

5,922.0

​

​

​

​

​

5,581.2

​

​

Total debt (including current portion)

​

​

​

​

3,851.6

​

​

​

​

​

3,543.4

​

​

​

​

​

3,724.2

​

​

​

​

​

3,712.8

​

​

​

​

​

3,187.2

​

​

Total shareholders’ equity

​

​

​

​

1,194.0

​

​

​

​

​

1,142.8

​

​

​

​

​

1,093.0

​

​

​

​

​

1,245.3

​

​

​

​

​

1,459.9

​

​