With existing 3GPP spectrum strategy and new
lower mid-band satellite spectrum access, AST SpaceMobile could
maximize the potential of its growing in-orbit network, expanding
subscriber capacity while enabling peak data transmission speeds up
to 120 Mbps to everyday smartphones everywhere in the continental
United States
Agreement would pair AST SpaceMobile’s
largest-ever commercial communication arrays deployed in low Earth
orbit and planned nationwide low-band network with up to an
additional 45 MHz of lower mid-band satellite spectrum
capabilities, the largest available block of high-quality
nationwide spectrum in the United States
AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the
company building the first and only space-based cellular broadband
network accessible directly by everyday smartphones, designed for
both commercial and government applications, today announced an
agreement for long-term access to up to 45 MHz of lower mid-band
spectrum in the United States for direct-to-device satellite
applications.
This agreement, when consummated, will add additional
capabilities to AST SpaceMobile’s technology and space-based
network, based on the largest-ever communications arrays deployed
in low Earth orbit, pairing existing plans for the continental
United States on low-band spectrum, which offers superior
penetration and coverage characteristics, with access to up to 45
MHz of lower mid-band spectrum, the largest available block of
high-quality nationwide spectrum in the United States.
“Adding premium lower mid-band spectrum access in the United
States to the AST SpaceMobile network gives us long-term access to
a large block of a scarce resource, significantly enhancing our
planned space-based cellular broadband offering,” said Abel
Avellan, Chairman and CEO at AST SpaceMobile. “Alongside the
previously announced 850 MHz nationwide network plans, access to
the largest available block of high-quality nationwide spectrum
will position us to deliver on our goal of peak data transmission
speeds up to 120 Mbps, together with our mobile network operator
partners, to enable a true broadband experience directly from space
to everyday smartphones.”
The binding Restructuring Support Agreement among Ligado
Networks (“Ligado”), holders of approximately 88% of the funded
indebtedness of Ligado, and AST SpaceMobile provides that, as part
of Ligado’s ongoing restructuring, AST SpaceMobile will receive
long-term spectrum usage rights for 80+ years to up to 40 MHz of
L-Band MSS spectrum in the United States and Canada held by Ligado,
plus access to an additional 5 MHz in the 1670-1675 MHz Band in the
United States (the “Transaction”). The Transaction is subject to
the entry into definitive documentation, which is expected to occur
during the first half of 2025.
Upon execution of definitive documentation, Ligado will receive
approximately 4.7 million penny warrants convertible into AST
SpaceMobile Class A shares, subject to a 12-month lock-up. Upon
closing of the Transaction, which will be subject to receipt of
satisfactory regulatory approvals required for the proposed use of
the spectrum, and other closing conditions, Ligado will receive
additional consideration of approximately $550 million. To support
this consideration, AST SpaceMobile has received a $550 million
institutional financing commitment, to finance a planned wholly
owned special-purpose vehicle (“SPV”) in the form of a non-recourse
senior-secured delayed-draw term loan facility, subject to
satisfactory diligence and customary closing conditions. Upon
closing of the Transaction, AST SpaceMobile would further pay
approximately $80 million annually for spectrum usage rights and
provide Ligado with long-term net revenue sharing rights. The
closing of the Transaction will be subject to satisfactory
conclusion of Ligado’s restructuring.
UBS Securities LLC is acting as exclusive financial advisor to
AST SpaceMobile and Freshfields and Sullivan & Cromwell are
acting as legal counsel to AST SpaceMobile.
In September 2024, AST SpaceMobile launched its first five
commercial BlueBird satellites into low Earth orbit, each the
largest-ever commercial communications arrays deployed into low
Earth orbit, reaching approximately 700 square feet in size. These
initial satellites will offer non-continuous cellular broadband
service across the United States and in select markets globally and
will target approximately 100% nationwide coverage from space with
over 5,600 coverage cells in the United States. The next-generation
Block 2 BlueBirds featuring up to 2,400 square-foot communications
arrays, are designed to deliver up to 10 times the bandwidth
capacity of the BlueBird satellites in orbit, enabling peak data
transmission speeds of up to 120 Mbps, supporting voice, full data,
and video applications, and other native cellular capabilities.
During 2024, AST SpaceMobile secured additional strategic
investment from AT&T, Verizon, Google and Vodafone, and several
contract awards with the United States Government, directly and
through prime contractors. The company has agreements with more
than 45 mobile network operators globally, which have over
approximately 2.8 billion existing subscribers total, including
Vodafone Group, AT&T, Verizon, Rakuten Mobile, Bell Canada,
Orange, Telefonica, TIM, Saudi Telecom Company, Zain KSA, Etisalat,
Indosat Ooredoo Hutchison, Telkomsel, Smart Communications, Globe
Telecom, Millicom, Smartfren, Telecom Argentina, MTN, Telstra,
Africell, Liberty Latin America and others. AT&T, Verizon,
Vodafone, Google, Rakuten, American Tower, Cisneros Group and Bell
Canada are also existing investors in AST SpaceMobile.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular
broadband network in space to operate directly with standard,
unmodified mobile devices based on our extensive IP and patent
portfolio, and designed for both commercial and government
applications. Our engineers and space scientists are on a mission
to eliminate the connectivity gaps faced by today’s five billion
mobile subscribers and finally bring broadband to the billions who
remain unconnected. For more information, follow AST SpaceMobile on
YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this
video for an overview of the SpaceMobile mission.
Forward-Looking Statements
This communication contains “forward-looking statements” that
are not historical facts, and involve risks and uncertainties that
could cause actual results of AST SpaceMobile to differ materially
from those expected and projected. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the words “believes,” “estimates,” “anticipates,”
“expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,”
“projects,” “predicts,” “continue,” or “should,” or, in each case,
their negative or other variations or comparable terminology.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside AST SpaceMobile’s control and are difficult to predict.
Factors that could cause such differences include, but are not
limited to: (i) expectations regarding AST SpaceMobile’s strategies
and future financial performance, including AST’s future business
plans or objectives, expected functionality of the SpaceMobile
Service, anticipated timing of the launch of the Block 2 Bluebird
satellites, anticipated demand and acceptance of mobile satellite
services, prospective performance and commercial opportunities and
competitors, the timing of obtaining regulatory approvals, ability
to finance its research and development activities, commercial
partnership acquisition and retention, products and services,
pricing, marketing plans, operating expenses, market trends,
revenues, liquidity, cash flows and uses of cash, capital
expenditures, and AST SpaceMobile’s ability to invest in growth
initiatives; (ii) the negotiation and execution of definitive
agreements with Ligado and/or other mobile network operators
relating to the SpaceMobile Service that would supersede
preliminary agreements and memoranda of understanding and the
ability to enter into commercial agreements with other parties or
government entities; (iii) the ability of AST SpaceMobile to grow
and manage growth profitably and retain its key employees and AST
SpaceMobile’s responses to actions of its competitors and its
ability to effectively compete; (iv) changes in applicable laws or
regulations; (v) the possibility that AST SpaceMobile may be
adversely affected by other economic, business, and/or competitive
factors; (vi) the outcome of any legal proceedings involving AST
SpaceMobile or Ligado, including any bankruptcy proceedings; and
(vii) other risks and uncertainties indicated in AST SpaceMobile’s
filings with the Securities and Exchange Commission (SEC),
including those in the Risk Factors section of AST SpaceMobile’s
Form 10-Q filed with the SEC on November 14, 2024 and AST
SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024.
No assurance can be provided that the Transaction will be
consummated or that the related financing will be disbursed. The
Transaction and the disbursement of the related financing are
subject to a number of conditions, including the entry into
definitive documentation and the satisfaction of the closing
conditions to be specified in such definitive documentation. In
addition, Ligado’s ongoing bankruptcy proceedings present risks
that the Transaction will not be consummated, including the risk
that the Transaction will be abandoned before definitive
documentation is approved by the bankruptcy court. Moreover, even
if the Transaction is consummated, the benefits of the Transaction
will be subject to integration, technology and regulatory risks, as
well as the risks to AST SpaceMobile referenced in the preceding
paragraph.
AST SpaceMobile intends to file publicly with the SEC, on Form
8-K within the next four business days, a copy of the Restructuring
Support Agreement, including the term sheet that is part of the
Restructuring Support Agreement and sets forth the terms of the
Transaction. The description of the Transaction contained in this
press release is subject to the more complete description that will
be available in such Form 8-K and the exhibit thereto.
AST SpaceMobile cautions that the foregoing list of factors is
not exclusive. AST SpaceMobile cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. For information identifying important factors
that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the
Risk Factors in AST SpaceMobile’s Form 10-Q filed with the SEC on
November 14, 2024, and Form 10-K filed with the SEC on April 1,
2024. AST SpaceMobile’s securities filings can be accessed on the
EDGAR section of the SEC’s website at www.sec.gov. Except as
expressly required by applicable securities law, AST SpaceMobile
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250106998015/en/
Investor Contact: Scott Wisniewski
investors@ast-science.com
Media Contact: Allison Eva Murphy Ryan 917-547-7289
AstSpaceMobile@allisonpr.com
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