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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
ICO Global Communications (Holdings)
Limited
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
44930K108
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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 ("Act") 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. 44930K108 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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(1) See Item 4(c) below.
(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.
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CUSIP No. 44930K108 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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(1) See Item 4(c) below.
(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.
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CUSIP No. 44930K108 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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(1) See Item 4(c) below.
(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.
4
CUSIP No. 44930K108 |
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1. |
Names
of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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(1) See Item 4(c) below.
(2) Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007.
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices 11700 Plaza America Drive Suite 1010 Reston, VA 20190 |
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Item 2. |
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(a) |
Name
of Person Filing |
Name of Person Filing |
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Address |
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Citizenship |
CDR-SATCO, L.L.C. |
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1209 Orange Street, Wilmington, New |
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Delaware |
Clayton Dubilier & Rice |
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Ugland House 113 South Church Street |
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Cayman Islands |
CD&R Associates VI |
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Ugland House |
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Cayman Islands |
CD&R Investment |
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Ugland House |
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Cayman Islands |
CDR-SATCO, L.L.C., Clayton Dubilier & Rice Fund VI Limited Partnership, CD&R Associates VI Limited Partnership, and CD&R Investment Associates VI, Inc. have entered into a Joint Filing Agreement, dated February 12, 2008, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
6
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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N/A |
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: See below. |
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(b) |
Percent of class: See below. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See below. |
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(ii) |
Shared power to vote or to direct the vote See below. |
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(iii) |
Sole power to dispose or to direct the disposition of See below. |
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(iv) |
Shared power to dispose or to direct the disposition of See below. |
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As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of ICO Global Communications (Holdings) Limited listed opposite its name, which shares such entities have held since July 26, 2000: |
Reporting Person |
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Amount Beneficially |
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Percent of Class(b) |
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CDR-SATCO, L.L.C |
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13,928,649 |
(c) |
9.6 |
% |
Clayton Dubilier & Rice Fund VI |
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13,928,649 |
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9.6 |
% |
Limited Partnership CD&R Associates VI Limited Partnership |
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0 |
(d) |
0 |
% |
CD&R Investment Associates VI, Inc. |
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0 |
(d) (e) |
0 |
% |
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(a) |
Does not include 82,500 options to purchase shares of Class A common stock exercisable as of December 31, 2007, issued to Clayton, Dubilier & Rice, Inc. as assignee of compensation to David H. Wasserman, an officer of CDR-SATCO, L.L.C. who serves as a director of ICO Glsdobal Communications (Holdings) Limited. Each of CDR-SATCO, L.L.C., Clayton Dubilier & Rice Fund VI Limited Partnership, CD&R Associates VI Limited Partnership and CD&R Investment Associates VI, Inc. expressly disclaims beneficial ownership of the stock options held by Clayton, Dubilier & Rice, Inc. |
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(b) |
Based on 144,767,706 shares of Class A common stock outstanding as of October 31, 2007. |
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(c) |
CDR-SATCO, L.L.C is a wholly-owned subsidiary of Clayton Dubilier & Rice Fund VI Limited Partnership. |
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(d) |
Clayton Dubilier & Rice Fund VI Limited Partnership is a partnership of which CD&R Associates VI Limited Partnership is the general partner, which is a wholly-owned subsidiary of CD&R Investment Associates VI, Inc. Each of CD&R Associates VI Limited Partnership and CD&R Investment Associates VI, Inc. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VI Limited Partnership, as well as of the shares held by CDR-SATCO, L.L.C. |
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CD&R Investment Associates VI, Inc. is managed by an eighteen-person board of directors, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. The directors of CD&R Investment Associates VI, Inc. may be deemed to share beneficial ownership of the shares shown as beneficially owned by CDR-SATCO, L.L.C. Such persons disclaim such beneficial ownership. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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N/A |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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See Item 4 above. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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N/A |
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Item 8. |
Identification and Classification of Members of the Group |
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See Item 4 above. |
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Item 9. |
Notice of Dissolution of Group |
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N/A |
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Item 10. |
Certification |
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N/A |
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8
Exhibit 1
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct.
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CDR-SATCO, L.L.C. |
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Date: February 12, 2008 |
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By: |
/s/ David Wasserman |
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Name: David Wasserman |
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Title: Executive Vice President |
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CLAYTON, DUBILIER & RICE FUND VI |
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Limited Partnership |
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By: |
CD&R Associates VI Limited Partnership, |
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its general partner |
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By: CD&R Investment Associates VI, |
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Inc., its general partner |
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Date: February 12, 2008 |
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By: |
/s/ Theresa A. Gore |
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Name: Theresa A. Gore |
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Title: |
Vice President, Treasurer |
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and Assistant Secretary |
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CD&R ASSOCIATES VI Limited Partnership |
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By: |
CD&R Investment Associates VI, |
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Inc., its general partner |
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Date: February 12, 2008 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and |
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Assistant Secretary |
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CD&R INVESTMENT ASSOCIATES VI, |
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INC. |
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Date: February 12, 2008 |
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By: |
/s/ Theresa A. Gore |
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Name: |
Theresa A. Gore |
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Title: |
Vice President, Treasurer and |
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Assistant Secretary |
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