SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
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. 5)
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)
William R. Lucas, Jr.
2100 Third Avenue North, Suite 600
Birmingham, Alabama 35203
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2008
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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 ENTITIES AND 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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(1) 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
---------------------
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
20,430,236
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,430,236
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,430,236
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.4%
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 Offshore Manager, L.L.C.
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
20,430,236
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,430,236
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,430,236
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.4%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
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
20,430,236
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,430,236
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,430,236
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.4%
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 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
8,165,067
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,165,067
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,165,067
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 83087K107
---------------------
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
8,165,067
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,165,067
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,165,067
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC - New York, Inc.
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,182,023
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,182,023
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,182,023
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
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
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,165,067
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,165,067
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,165,067
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
14. TYPE OF REPORTING PERSON*
CO
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
29,612,259
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,612,259
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,612,259
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
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
29,612,259
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,612,259
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,612,259
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
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
29,612,259
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
29,612,259
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,612,259
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 83087K107
---------------------
Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JANUARY 7, 2008.
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Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON JANUARY 7, 2008.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
20,430,236 Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
20,430,236 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 20,430,236
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
8,165,067 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 8,165,067 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 9,182,023 Shares.
As of the date hereof HMC may be deemed to beneficially own 8,165,067 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
29,612,259 Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
29,612,259 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
29,612,259 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.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON JULY 25, 2008 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
The Reporting Persons have entered into an agreement to acquire
additional securities of the Issuer for investment. Other than as expressly set
forth in Item 4 and Item 6 herein, the Reporting Persons have no plans or
proposals as of the date of this filing which relate to, or would result in, any
of the actions enumerated required to be set forth herein.
On August 22, 2008, Harbinger Capital Partners Master Fund I, Ltd.
(the "Master Fund"), Harbinger Special Situations Fund, L.P. (the "Special
Fund"), Harbinger Capital Partners Fund I, L.P. (the "Capital Fund"), and
Harbinger Co-Investment Fund, L.P. (the "Satellite Fund" and collectively with
the Master Fund, the Special Fund and the Capital Fund, the "Harbinger Funds" or
"Harbinger") entered into a letter agreement (the "Agreement") with the Issuer,
Mobile Satellite Ventures L.P. ("MSV LP") and Mobile Satellite Ventures
Subsidiary LLC ("MSV LLC"). Pursuant to this Agreement, the Issuer and the
Harbinger Funds have agreed to amend (i) the Master Contribution and Support
Agreement between the Issuer, MSV LP, MSV LLC and the Harbinger Funds, dated
July 24, 2008 (the "Master Agreement") and (ii) the Registration Rights
Agreement between the Issuer, MSV LP, MSV LLC and the Harbinger Funds, dated
July 24, 2008 (the "Registration Rights Agreement") (each as more specifically
described below).
Pursuant to the Agreement, the Issuer and Harbinger have agreed to
amend the Master Agreement to eliminate Harbinger's to contribution to the
Issuer of any equity interests in TVCC Holding Company, LLC ("TVCC") and to
eliminate the Issuer's obligation to issue to Harbinger shares of Issuer common
stock in exchange for such contribution. In consideration of the amendment, the
Issuer has agreed to issue 10.3 million additional shares of its voting common
stock to Harbinger if the business combination with Inmarsat plc contemplated by
the Master Agreement is consummated.
The Agreement also provides that the Master Agreement will be amended so as to
no longer contain any references, terms, conditions, representations,
warranties, covenants, liabilities or other obligations with respect to TVCC,
and that the definition of "Registrable Shares" in the Registration Rights
Agreement will be amended to include the voting common stock to be issued to
Harbinger pursuant to the Agreement, to the extent not already included therein.
The descriptions set forth herein are qualified in their entirety by
reference the Agreement, a copy of which is attached as an exhibit hereto, and
which is incorporated by reference herein.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 20,430,236 Shares, constituting 46.4% of the Shares of the Issuer,
based upon 44,368,731* 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 20,430,236 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 20,430,236 Shares.
The Master Fund specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Master Fund specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008)
until such time as the Escrowed Property is delivered and transferred to the
Master Fund or the Special Fund and then the Master Fund specifically disclaims
beneficial ownership in the Escrowed Property except to the extent of its
pecuniary interest therein.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 20,430,236 Shares, constituting 46.4% of the Shares of the
Issuer, based upon 44,368,731* Shares outstanding as of the date of this filing.
Harbinger Management has the sole power to vote or direct the vote of
0 Shares; has the shared power to vote or direct the vote of 20,430,236 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 20,430,236 Shares.
Harbinger Management specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
Harbinger Management specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008)
until such time as the Escrowed Property is delivered and transferred to the
Master Fund or the Special Fund and then Harbinger Management specifically
disclaims beneficial ownership in the Escrowed Property except to the extent of
its pecuniary interest therein.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 20,430,236 Shares, constituting 46.4% of the Shares of the Issuer,
based upon 44,368,731* Shares outstanding as of the date of this filing.
HMC Investors has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 20,430,236 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 20,430,236 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
HCM Investors specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008)
until such time as the Escrowed Property is delivered and transferred to the
Master Fund or the Special Fund and then HCM Investors specifically disclaims
beneficial ownership in the Escrowed Property except to the extent of its
pecuniary interest therein.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 8,165,067 Shares, constituting 20.8% of the Shares of the
Issuer, based upon 39,323,089* 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 8,165,067 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 8,165,067 Shares.
The Special Fund specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Special Fund specifically disclaims beneficial ownership of the Escrowed
Property (as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008)
until such time as the Escrowed Property is delivered and transferred to the
Master Fund or the Special Fund and then the Special Fund specifically disclaims
beneficial ownership in the Escrowed Property except to the extent of its
pecuniary interest therein.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
8,165,067 Shares, constituting 20.8% of the Shares of the Issuer, based upon
39,323,089* 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 8,165,067 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 8,165,067 Shares.
HCPSS specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
HCPSS specifically disclaims beneficial ownership of the Escrowed Property (as
defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) until such time
as the Escrowed Property is delivered and transferred to the Master Fund or the
Special Fund and then HCPSS specifically disclaims beneficial ownership in the
Escrowed Property except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of
9,182,023 Shares, constituting 23.4% of the Shares of the Issuer, based upon
39,323,089* Shares outstanding as of the date of this filing.
HMCNY has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 9,182,023 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 9,182,023 Shares.
HMCNY specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
HMCNY specifically disclaims beneficial ownership of the Escrowed Property (as
defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) until such time
as the Escrowed Property is delivered and transferred to the Master Fund or the
Special Fund and then HMCNY specifically disclaims beneficial ownership in the
Escrowed Property except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of
8,165,067 Shares, constituting 20.8% of the Shares of the Issuer, based upon
39,323,089* Shares outstanding as of the date of this filing.
HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 8,165,067 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 8,165,067 Shares.
HMC specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
HMC specifically disclaims beneficial ownership of the Escrowed Property (as
defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) until such time
as the Escrowed Property is delivered and transferred to the Master Fund or the
Special Fund and then HMC specifically disclaims beneficial ownership in the
Escrowed Property except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 29,612,259 Shares, constituting 61.8% of the Shares of the Issuer,
based upon 48,259,157* 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 29,612,259 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 29,612,259 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
Mr. Falcone specifically disclaims beneficial ownership of the Escrowed Property
(as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) until such
time as the Escrowed Property is delivered and transferred to the Master Fund or
the Special Fund and then Mr. Falcone specifically disclaims beneficial
ownership in the Escrowed Property except to the extent of its pecuniary
interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 29,612,259 Shares, constituting 61.8% of the Shares of the
Issuer, based upon 48,259,157* Shares outstanding as of the date of this filing.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 29,612,259 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 29,612,259 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
Mr. Harbert specifically disclaims beneficial ownership of the Escrowed Property
(as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) until such
time as the Escrowed Property is delivered and transferred to the Master Fund or
the Special Fund and then Mr. Harbert specifically disclaims beneficial
ownership in the Escrowed Property except to the extent of its pecuniary
interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 29,612,259 Shares, constituting 61.8% of the Shares of the Issuer,
based upon 48,259,157* Shares outstanding as of the date of this filing.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 29,612,259 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 29,612,259 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
Mr. Luce specifically disclaims beneficial ownership of the Escrowed Property
(as defined in Item 4 of the Schedule 13D/A filed on April 9, 2008) until such
time as the Escrowed Property is delivered and transferred to the Master Fund or
the Special Fund and then Mr. Luce specifically disclaims beneficial ownership
in the Escrowed Property except to the extent of its pecuniary interest therein.
-------------------------------------------------------------------------
* The number of outstanding shares is based on the 35,432,663 voting shares the
Company reported outstanding as of August 18, 2008, 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.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON JULY 25, 2008 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
A description of the following document is set forth in response to
Item 4 above:
(i) Letter Agreement, dated August 22, 2008, between the Harbinger Funds, the
Issuer, MSV LP and MSV LLC.
--------------------------------------------------------------------------------
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
Exhibit O: Side Letter to the Master Contribution and Support Agreement, dated
as of July 24, 2008.
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 Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC Investors, L.L.C. *
By: /s/ William R. Lucas, Jr.
------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations GP, LLC*
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC - New York, Inc. *
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbert Management Corporation*
By: /s/ William R. Lucas, Jr.
-----------------------------
/s/ Philip Falcone*
-----------------------------
Philip Falcone
/s/ Raymond J. Harbert*
-----------------------------
Raymond J. Harbert
/s/ Michael D. Luce*
-----------------------------
Michael D. Luce
August 25, 2008
* The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 5, dated August 25,
2008 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 Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C. *
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC Investors, L.L.C. *
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Special Situations GP, LLC*
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC - New York, Inc. *
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbert Management Corporation*
By: /s/ William R. Lucas, Jr.
-----------------------------
/s/ Philip Falcone*
-----------------------------
Philip Falcone
/s/ Raymond J. Harbert*
-----------------------------
Raymond J. Harbert
/s/ Michael D. Luce*
-----------------------------
Michael D. Luce
August 25, 2008
* The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
Exhibit B
Exhibit B
Transactions in the Voting Common Stock
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
Transactions in the Series 1-A Warrants
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
Transactions in the Series 2-A Warrants
---------------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
SK 03773 0003 913813