Full Press Release Details
Filed by Spacehab, Incorporated
Pursuant to Rule 425 Under
the Securities Act of 1933
Subject Company: Spacehab, Incorporated
Commission File No.: 0-27206
SPACEHAB, Incorporated
Discussion Materials
This presentation may include
forward-looking statements. These forward-looking statements include comments with respect to assumptions relating to projected growth, earnings, earnings per share and other financial performance measures, as well as management s short-term
and long-term performance, anticipated effects on results of operations or financial condition from recent and expected developments or events, including business and growth strategies and any other statements, projections or assumptions that are
not historical facts.
The statements are based on SPACEHAB,
Incorporated s (the Company ) expectations and beliefs. However, these forward looking statements are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance or
achievements, or industry results, to differ materially from expectations of future results, performance or achievements expressed or implied by these forward-looking statements.
You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of the Company s
prospectus dated September 2, 2005. Except as otherwise required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements or the risk factors described in the prospectus, whether as
a result of new information, future events, changed circumstances or any other reason after the date of the prospectus.
Copies of the prospectus that meet the requirements of Section 10 of the Securities Act of 1933, the letter of transmittal, and other materials governing the exchange
offer and consent solicitation may be obtained free of charge from the Information Agent, CapitalBridge, by calling toll free at 877.746.3583. In addition, copies of the exchange offer and consent solicitation materials may also be obtained free of
charge from the SEC s website at www.sec.gov.
YOU ARE ENCOURAGED TO
CAREFULLY READ THE COMPANY S ENTIRE PROSPECTUS DATED SEPTEMBER 2, 2005, PARTICULARLY THE SECTION ENTITLED RISK FACTORS , FOR A COMPLETE UNDERSTANDING OF THE TERMS OF THE TRANSACTION AND THE COMPANY S BUSINESS.
| Outstanding Notes | Exchange Notes | |
| Interest Rate : 8.00% | Interest Rate : 5.50% | |
| Maturity Date : October 15, 2007 | Maturity Date : October 15, 2010 | |
| Ranking : Subordinated | Ranking : Senior | |
| Conversion Price : $13.625 per share. | Conversion Price : Starting at $2.12 and increasing semi-annually to $2.50 on October 15, 2008. | |
| Mandatory Conversion : None. | Mandatory Conversion : If the stock price exceeds $3.25 for 20 consecutive trading days, the notes automatically convert into common stock. | |
| Redemption : Currently redeemable at 101.7778% of the principal amount. From October 15, 2005 until October 14, 2006, the notes are redeemable at 100.8889%. On and after October 15, 2006, the notes are redeemable at 100%. Accrued and unpaid interest is payable upon any redemption. | Redemption : Redeemable at 100% plus accrued and unpaid interest. If prior to October 15, 2008, a make-whole premium equal to the present value of remaining interest payments from the date of redemption until October 15, 2008 discounted using the treasury rate plus 1%. | |
| Limitation on Senior Secured Indebtedness and Acquired Indebtedness : None. | Limitation on Senior Secured Indebtedness and Acquired Indebtedness : Prohibited from incurring more than $20 million in additional senior secured indebtedness, and unless a leverage ratio test is met, from assuming or incurring indebtedness in connection with acquisitions. | |
| Limitation on Dividends : None. | Limitation on Dividends : Prohibited from paying dividends unless in shares of non-redeemable capital stock or common stock of subsidiaries. | |
| Change of Control : Holders have the right to require a repurchase at 100% of par plus accrued and unpaid interest. The indenture can not be amended without the consent of all affected holders | Change of Control : The same. However, notes may be repurchased in cash or common stock at the average price for the 15 trading days preceding the second trading day before the notice of change of control. The indenture can be amended with the approval of the holders of at least a majority in principal amount of the outstanding exchange notes. |
| Book Value | At June 30, 2005 | Adjustments | Pro Forma for Transaction | ||||||
| Cash, Restricted Cash & Cash Equivalents | $ | 8.3 | $ | 8.3 | |||||
| Revolving Facility due 2005 | $ | 0.0 | $ | 0.0 | |||||
| 5.5% Mortgage Loan due 2007 | 3.7 | 3.7 | |||||||
| 8% Convertible Subordinated Notes due 2007 | 63.3 | (63.3 | ) | 0.0 | |||||
| Exchange 5.5% Senior Convertible Notes due 2010 | 0.0 | 63.3 | 63.3 | ||||||
| Total Debt | $ | 67.0 | $ | 67.0 | |||||
| Preferred Stock | $ | 11.9 | $ | 11.9 | |||||
| Common Equity | 2.9 | 2.9 | |||||||
| Total Capitalization | $ | 81.8 | $ | 81.8 |
| Current | As Converted - 8.00% Convertible Subordinated Notes and Preferred Stock | As Converted 5.5% Senior Convertible Notes and Preferred Stock | ||||||||||||||
| Shares | % | Shares | % | Shares | % | |||||||||||
| 8.00% Convertible | 4,642,202 | 24.93 | % | |||||||||||||
| Subordinated Notes due 2007 | ||||||||||||||||
| 5.5% Senior Convertible | ||||||||||||||||
| 25,300,000 | (1) | 64.41 | % | |||||||||||||
| Notes Due 2010 | ||||||||||||||||
| Preferred Stock | 1,333,334 | 7.16 | % | 1,333,334 | 3.40 | % | ||||||||||
| Outstanding Common Equity | 12,644,127 | 100.00 | % | 12,644,127 | 67.91 | % | 12,644,127 | 32.19 | % | |||||||
| Total Equity | 12,644,127 | 100.00 | % | 18,619,663 | 100.00 | % | 39,277,461 | 100.00 | % |
| September 2005 | ||||||||||||
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| October 2005 | ||||||||||||
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| Week of | ||||||||||||||
| Date | Task / Objective | Sept 5 | Sept 12 | Sept 19 | Sept 26 | Oct 3 | Oct 10 | |||||||
| Sep 6 th | Commencement of Exchange Offer | X | ||||||||||||
| Sept 12 th Sept 16 th | Informal Bondholder Meetings in New York | X | ||||||||||||
| Oct 4 th | Shareholder Meeting | X | ||||||||||||
| Oct 5 th | Filing of Articles of Amendment | X | ||||||||||||
| Oct 6 th | Close Exchange Offer | X | ||||||||||||
| Oct 12 th | Settlement Date | X |