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Telesat Corporation
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(Name of Issuer)
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Class A common and Class B variable voting shares, no par value per share
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(Title of Class of Securities)
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879512309
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(Cusip Number)
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October 2, 2024
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(Date of Event which Requires Filing of this Statement)
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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CUSIP No. 879512309
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1
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NAMES OF REPORTING PERSONS
Greywolf Opportunities Master Fund II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 649,025 Shares (as defined in Item 2) and hold Options (as defined
in the Preliminary Note) exercisable for up to an aggregate of 50,800 Shares. Accordingly, as of the date of this filing the aggregate Shares and Options held by the reporting persons represent beneficial ownership of 5.0% of the class of
Shares outstanding. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
699,825 1
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
699,825 1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,825 1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% 2
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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Includes 50,800 Shares acquirable within 60 days of the date hereof upon the exercise of Options. See the Preliminary Note.
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(2)
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Calculated based on 13,933,343 Shares outstanding as of June 30, 2024, as stated in Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on August 14, 2024.
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CUSIP No. 879512309
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1
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NAMES OF REPORTING PERSONS
Greywolf Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 649,025 Shares (as defined in Item 2) and hold Options (as defined
in the Preliminary Note) exercisable for up to an aggregate of 50,800 Shares. Accordingly, as of the date of this filing the aggregate Shares and Options held by the reporting persons represent beneficial ownership of 5.0% of the class of
Shares outstanding. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
699,825 1
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
699,825 1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,825 1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% 2
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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Includes 50,800 Shares acquirable within 60 days of the date hereof upon the exercise of Options. See the Preliminary Note.
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(2)
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Calculated based on 13,933,343 Shares outstanding as of June 30, 2024, as stated in Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on August 14, 2024.
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CUSIP No. 879512309
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1
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NAMES OF REPORTING PERSONS
Greywolf Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 649,025 Shares (as defined in Item 2) and hold Options (as defined
in the Preliminary Note) exercisable for up to an aggregate of 50,800 Shares. Accordingly, as of the date of this filing the aggregate Shares and Options held by the reporting persons represent beneficial ownership of 5.0% of the class of
Shares outstanding. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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|
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6
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SHARED VOTING POWER
699,825 1
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
699,825 1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,825 1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% 2
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN, IA
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(1)
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Includes 50,800 Shares acquirable within 60 days of the date hereof upon the exercise of Options. See the Preliminary Note.
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(2)
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Calculated based on 13,933,343 Shares outstanding as of June 30, 2024, as stated in Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on August 14, 2024.
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CUSIP No. 879512309
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1
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NAMES OF REPORTING PERSONS
Greywolf GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 649,025 Shares (as defined in Item 2) and hold Options (as defined
in the Preliminary Note) exercisable for up to an aggregate of 50,800 Shares. Accordingly, as of the date of this filing the aggregate Shares and Options held by the reporting persons represent beneficial ownership of 5.0% of the class of
Shares outstanding. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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|
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6
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SHARED VOTING POWER
699,825 1
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||
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7
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SOLE DISPOSITIVE POWER
-0-
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||
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8
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SHARED DISPOSITIVE POWER
699,825 1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,825 1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% 2
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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Includes 50,800 Shares acquirable within 60 days of the date hereof upon the exercise of Options. See the Preliminary Note.
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(2)
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Calculated based on 13,933,343 Shares outstanding as of June 30, 2024, as stated in Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on August 14, 2024.
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CUSIP No. 879512309
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1
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NAMES OF REPORTING PERSONS
Jonathan Savitz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 649,025 Shares (as defined in Item 2) and hold Options (as defined
in the Preliminary Note) exercisable for up to an aggregate of 50,800 Shares. Accordingly, as of the date of this filing the aggregate Shares and Options held by the reporting persons represent beneficial ownership of 5.0% of the class of
Shares outstanding. The reporting person on this cover page, however, is a beneficial owner only of the Shares reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
699,825 1
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||
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7
|
SOLE DISPOSITIVE POWER
-0-
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||
|
8
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SHARED DISPOSITIVE POWER
699,825 1
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,825 1
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||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% 2
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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(1)
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Includes 50,800 Shares acquirable within 60 days of the date hereof upon the exercise of Options. See the Preliminary Note.
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(2)
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Calculated based on 13,933,343 Shares outstanding as of June 30, 2024, as stated in Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on August 14, 2024.
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(i)
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Greywolf Opportunities Master Fund II LP, a Cayman Islands exempted limited partnership (“Greywolf Master Fund II”), with respect to the Shares held by it and the Shares it has the right to acquire upon the exercise of Options;
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(ii)
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Greywolf Advisors LLC, a Delaware limited liability company and the general partner (the “General Partner”) of Greywolf Master Fund II, with respect to the Shares held by Greywolf Master Fund II and the Shares Greywolf Master Fund
II has the right to acquire upon the exercise of Options;
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(iii)
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Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Master Fund II (the “Investment Manager”), with respect to the Shares held by Greywolf Master Fund II and the Shares Greywolf
Master Fund II has the right to acquire upon the exercise of Options;
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(iv)
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Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares held by Greywolf Master Fund II and the Shares Greywolf
Master Fund II has the right to acquire upon the exercise of Options; and
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(v)
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Jonathan Savitz (“Savitz”), a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner, with respect to the Shares held by Greywolf Master
Fund II and the Shares Greywolf Master Fund II has the right to acquire upon the exercise of Options.
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GREYWOLF ADVISORS LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF OPPORTUNITIES MASTER FUND II LP
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Senior Managing Member
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GREYWOLF GP LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF CAPITAL MANAGEMENT LP
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Managing Member
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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EXHIBIT 1
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
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GREYWOLF ADVISORS LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF OPPORTUNITIES MASTER FUND II LP
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Senior Managing Member
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GREYWOLF GP LLC
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On its own behalf
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And as the General Partner of
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GREYWOLF CAPITAL MANAGEMENT LP
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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Title: Managing Member
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By: /s/ Jonathan Savitz
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Name: Jonathan Savitz
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