8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 4, 2009 (May 4, 2009)

SkyTerra Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-13865	23-2368845
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

10802 Parkridge Boulevard

Reston, VA 20191

(Address of principal executive offices, including zip code)

(703) 390-2700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2—Financial Information

Item 2.02. Results of Operations and Financial Condition.

On May 4, 2009, SkyTerra Communications, Inc. will host a conference call to discuss financial results for its fiscal quarter ended March 31, 2009. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.1. All information in the presentation is furnished but not filed.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Number	Description
99.1	Presentation of SkyTerra Communications, Inc., dated May 4, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date:  May 4, 2009	By:	/s/ Randy Segal
		Name:	Randy Segal
		Title:	General Counsel

EXHIBIT INDEX

Number	Description
99.1	Presentation of SkyTerra Communications, Inc., dated May 4, 2009.

EX-99

1^st Quarter 2009 Earnings May 4, 2009

This presentation may contain “Forward-Looking Statements”.  All
statements other than statements of historical facts made in this
presentation regarding the prospects of our industry and our
prospects, plans, financial position and business strategy may
constitute forward-looking statements.  We can give no assurance
that these expectations will prove to be correct.  Factors and risks
that could cause actual results to differ materially from our
expectations are described in the most recent SkyTerra Forms 10-Q
and 10-K, on file with the SEC.

May 4, 2009

2

Outline of Presentation

Alex Good – Chairman & CEO

Chipset Technology Update

Satellite Construction

Customer Sales Activity

Regulatory Initiatives and Filings

Market and Industry Perspectives

Scott Macleod – Chief Financial Officer

1Q09 Financial Results

April 1, 2009 Funding

Ownership and Capital Structure

Next-Generation Satellite System Costs

May 4, 2009

3

Chipset Technology Update (1)

1.

We are making steady progress on our goal of integrating satellite
capability into a range of mass-market, terrestrial-capable handsets

2.

Qualcomm’s first handset-capable LTE chipset, the MSM8960 will include our satellite air interface instead of the MSM8660

The industry is adopting the LTE protocol

The MSM8660 will not support LTE, while the MSM8960 will support LTE

The MSM8960 includes legacy CDMA and GSM-based 3G and 2G protocols

The MDM9600 will support LTE and a broad range of 3G and 2G protocols

3.

Alcatel-Lucent has been selected to develop the Satellite Base Station
Subsystem compatible with the planned Qualcomm chipsets

May 4, 2009

4

Chipset Development Program (2)

1.

We have added a second technology path with Infineon

2.

The Infineon/Hughes Network Systems platform:

Combines GSM-based technologies with HNS’ GMR1-3G satellite air interface

The chipset platform (the XMM SDR210) is based on Infineon’s Software
Defined Radio architecture

HNS will develop and deliver GMR1-3G Satellite Base Station Subsystem

3.

Key advantages of the two-vendor approach:

Technology flexibility

Strengthens strategic position in delivering next-generation solutions to the
broadest range of partners and market segments

Sharing costs with other ATC providers increases cost-effectiveness

May 4, 2009

5

Satellite Construction Program

1.

The surface for the 22-meter reflector has been fully assembled and
successfully completed several stow and deploy sequences

2.

The payload module testing has been completed and the payload module has been mated with the spacecraft bus

3.

The development and testing of the GBBF systems is continuing

4.

The launch window for SkyTerra 1 is expected to be open from March
2010 through May 2010

May 4, 2009

6

Customer Sales Activity

1.

As we have done with the SMART^TM talkgroup program, we continue to develop reference customers and models of operation that will be a
framework for our next-generation system

2.

Shelby County, Tennessee

In late April, we closed a significant MSAT-G2 sales order to Shelby County,
Tennessee

The buy was facilitated through Federal funding, specifically, the Urban Area
Security Initiative grant program

This model of pairing fixed installations with mobile kits is very attractive to
local governments

3.

We are focused on finalizing plans to transition current customers to our next-generation system and expect to announce shortly several
transition initiatives

4.

As we have already done with a number of private network customers,
we recently extended our existing satellite data communications services contract with Wireless Matrix

May 4, 2009

7

Regulatory Initiatives and Filings

1.

On March 4, 2009, Harbinger and SkyTerra asked the FCC to separate the request
for authority to transfer control of SkyTerra from the request for approval of the
possible business combination between SkyTerra and Inmarsat

2.

SkyTerra filed on April 29, 2009, an amendment to its earlier filing with the FCC
to implement ATC Reconsideration and Cooperation Agreement

3.

We continue the formal satellite coordination process with the relevant ITU-
sanctioned operators and governments

May 4, 2009

8

Market and Industry Perspectives

1.

Smartphone penetration is driving growth in data services revenue

2.

The significant increase in data devices and usage requires significantly more
network capacity

3.

The CTIA and third-party analysts note that mobile Internet services require
significantly more spectrum

4.

There is limited new mobile spectrum that could be cleared in the medium term,
and existing spectrum positions lack uniform availability of 10 MHz carriers

May 4, 2009

9

Wireless Data Usage Is Growing Exponentially

Source: Cisco IP Traffic Forecast, August 2008.

     North America                                      Europe & Japan                          Rest of World

Global wireless data is forecast to increase at 157% CAGR
between 2006 and 2012

2006 – 2012 CAGR

North America: 140%

2006 – 2012 CAGR

Europe & Japan: 130%

2006 – 2012 CAGR

Rest of World: 187%

May 4, 2009

10

Large Bandwidth Will Be Needed to Support Next-
Generation Business Models

Mobile Access

Fixed-Mobile

Bundled Offerings

Web 2.0

Rysavy - Mobile Broadband Spectrum Demand, Dec. 2008

Fixed

Access

Fixed Mobile
Convergence

Embedded
Device Model

May 4, 2009

11

Industry Take-Aways

1.

We believe the backdrop of limited supply and rapidly increasing demand for
mobile bandwidth bodes well for our ATC spectrum opportunity

2.

Smartphone penetration and an emerging class of newly connected devices are
driving unprecedented growth in the use of mobile bandwidth

3.

Carriers, device manufacturers and consumers are increasingly dependent upon
data services for revenue or utility

4.

There is limited mobile spectrum available in the near term from traditional
sources

May 4, 2009

12

SkyTerra Consolidated Income Statement

May 4, 2009

13

SkyTerra Consolidated Balance Sheet

May 4, 2009

14

SkyTerra Capital Structure ⁽¹⁾

May 4, 2009

15

April 1, 2009 Funding

1.

Closed on the second of four funding tranches from Harbinger:

January 4, 2009:$150 million

April 1, 2009:$175 million

July 1, 2009:$  75 million

January 4, 2010:$100 million

       Total$500 million

2.

SKYT issued 21.25 million penny warrants for SKYT common stock as per the closing of the April funding tranche

May 4, 2009

16

SkyTerra Ownership

May 4, 2009

17

Next-Generation Satellite System Costs ($ in mm’s)

May 4, 2009

18