8-KCurrent report
Material agreement
✓ VerifiedGlobalstar signed its merger agreement with Amazon: $90.00 cash or 0.3210 Amazon shares per share with cash capped at 40%, a $592,071,000 reverse termination fee, and controlling holder Thermo approving by written consent the same day.
2.03 New financial obligation7.01 Reg FD disclosure
Filed Apr 14, 2026 · 08:49 ET
Summary
- The agreement, dated April 13, 2026, uses a two-step merger with Amazon acquisition subsidiaries.
- Holders elect $90.00 in cash or 0.3210 Amazon shares capped at $90.00 per share, with cash elections prorated to a maximum 40% of shares and up to a $110 million downward adjustment tied to operational milestones.
- Thermo, holding approximately 57.6% of shares, adopted the agreement by written consent; holders of approximately 58% of voting power approved.
- Globalstar owes a $419,832,000.00 termination fee in specified cases; Amazon owes $592,071,000.00 if regulatory clearances are not obtained.
Key facts
- Consideration
- $90.00 cash or 0.3210 AMZN
From the filing for Consideration
“either (i) $90.00 in cash or (ii) 0.3210 shares of Amazon common stock with a value capped at $90.00 per share”
- Reverse fee
- $592,071,000.00
From the filing for Reverse fee
“Parent will be required to pay the Company a termination fee of $592,071,000.00 under certain circumstances”
Why it mattersThe definitive agreement puts Amazon's satellite ambitions on paper, with written-consent approval removing any bidding contest before one starts.
- Filed
- Apr 14, 2026
- Accepted
- 2026-04-14 12:49Z
- Period
- Apr 13, 2026
- Accession no.
- 0001140361-26-014528
- Size
- 2.9 MB
- Index
- Filing index