Exhibit 4.3


 





 


PRELIMINARY SUMMARY TERMS


 


	
   

  	
   

  	
  $55 MILLION CONVERTIBLE SENIOR
  UNSECURED NOTES

  
	
   

  	
   

  	
   

  
	
  ISSUER:

  	
   

  	
  Globalstar, Inc.
  (“Company”)

  
	
   

  	
   

  	
   

  
	
  RANK
  AND SECURITY:

  	
   

  	
  The Convertible Senior
  Unsecured Notes shall rank pari passu with the Company’s existing 5.75% Convertible
  Senior Notes due 2028 and junior to the Company’s COFACE Debt Facility.

  
	
   

  	
   

  	
   

  
	
  REDEMPTION:

  	
   

  	
  Mandatory at the later
  of the tenth anniversary of the closing or six (6) months following the
  Final Maturity Date as defined in the COFACE Debt Facility

  
	
   

  	
   

  	
   

  
	
  COUPON:

  	
   

  	
  8% PIK or common stock

  
	
   

  	
   

  	
   

  
	
  CONVERSION
  PRICE:

  	
   

  	
  $1.80.

  
	
   

  	
   

  	
   

  
	
  CONVERSION
  PRICE RESET:

  	
   

  	
  If on the 15-month
  anniversary of the closing of the transaction, trailing average 15-day Volume
  Weighted Average Closing Price (“VWAP”) of the Company’s common stock is
  below the Conversion Price of the new Convertible Senior Notes, the base
  conversion rate shall be adjusted so that the base Conversion Price shall
  reset to the trailing average 15-day VWAP at such time, with a floor of
  $1.00.

  
	
   

  	
   

  	
   

  
	
  CLOSING
  AND ESCROW:

  	
   

  	
  Closing shall be T+3,
  funded to escrow, which shall be released upon satisfaction of conditions
  precedent

  
	
   

  	
   

  	
   

  
	
  WARRANTS:

  	
   

  	
  50% warrant coverage.
  The warrant exercise price shall initially be equal to the Conversion Price,
  subject to the adjustment below. The Warrants shall have a five (5) year
  term and have full ratchet anti-dilution protection. Warrants shall have net
  share settlement feature. Warrants are not exercisable until shareholder
  approval is received.

  
	
   

  	
   

  	
   

  
	
  WARRANT
  RESET:

  	
   

  	
  If on the 15-month
  anniversary of the closing of the transaction, the Company’s common stock’s
  last reported sale price is below the Conversion Price of the new Convertible
  Senior Notes, the warrant exercise price shall reset to the trailing average
  15-day Volume Weighted Average Price (“VWAP”) at such time.

  
	
   

  	
   

  	
   

  
	
  AUTOMATIC
  CONVERSION:

  	
   

  	
  The Convertible Senior
  Unsecured Notes may be converted at any time at the option of the holder. In
  addition, the Notes, automatically shall convert to common stock if the
  Company’s common stock trades above 200% of Conversion Price for thirty (30)
  consecutive trading days.

  
	
   

  	
   

  	
   

  
	
  REGISTRATION:

  	
   

  	
  The Convertible Senior
  Unsecured Notes are to be issued off of the Company’s effective shelf
  registration statement and all shares underlying the Convertible Senior
  Unsecured Notes, as well as shares issuable upon exercise of the Warrants,
  will be registered and freely tradable upon conversion.

  
	
   

  	
   

  	
   

  
	
  MAKE
  WHOLE:

  	
   

  	
  Upon any conversion of
  the Senior Convertible Unsecured Notes, the Company shall be required to pay
  a coupon make whole of up to four (4) years in the form of registered
  common stock of the Company, less any previously paid interest.

  
	
   

  	
   

  	
   

  
	
  ANTI-DILUTION:

  	
   

  	
  Subject to shareholder
  approval, the investors shall receive weighted average anti-dilution protection
  on the conversion price of the new Senior Convertible Unsecured Notes against
  future equity issuances other than typical exceptions to this provision, for
  the life of the Senior Convertible Unsecured Notes.

  
	
   

  	
   

  	
   

  
	
  CONVERSION
  LIMITATION:

  	
   

  	
  Investors will be
  limited, on a pro rata basis, to no more than 19.9% conversion until
  stockholder approval. Accordingly, warrants will not be exercisable until
  shareholder approval is received and the Senior Convertible Unsecured Notes
  will be fully exercisable (with the exception of Thermo). Thermo Capital
  Partners LLC and its affiliates, which currently owns approximately 53% of
  the outstanding common stock, will enter into a voting agreement in favor of
  this approval.

  
	
   

  	
   

  	
   

  
	
  THERMO
  DEBT CONVERSION:

  	
   

  	
  At closing, Thermo will
  convert all of its outstanding $179.6 million of indebtedness to equity.
  Thermo’s debt will convert to equity at a 15% discount to the closing price
  on the Pricing Date.

  



 





 


The issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the
SEC for more complete information about the issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it.


 


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