LionTree Investment Banking Pitch Book
Comparison of Offers (cont.)
Key
Considerations
Buyer
Stockholder
Approval
Saturn
Stockholder
Approval
Regulatory
Lion Tree
Luna
Timing to complete 3 - 5 days
■ Statutory approval to create new class of
non-voters (66-2/3% of present/voting)
NYSE vote (majority of present/voting)
MOM vote likely required to create non-
voting stock
Luna offered expenses for naked no
vote/market fee for rec pull
Open: Requested RBF if vote fails
Statutory stockholder approval (majority
of voting power)
MOM vote TBD
Voting agreement requested from JCM
Voting agreement from MHR and Luna
requested
HSR: Second request possible, but
ultimately should go through (may attract
interest of FTC)
► Low risk of business restrictions as
condition to approval
FCC: [Approval for CIC of uplink license
but should not present a problem - TBD]
Draft Working Materials - Subject to ChangeView entire presentation