SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 1)*
Iridium Communications
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(Name of Issuer)
Common Stock, par value of $0.001 per share
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(Title of Class of Securities)
46269C102
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(CUSIP Number)
Peter C. Keefe
Avenir Corporation
1775 Pennsylvania Ave NW
Suite 650
Washington DC, 20006
(202) 659-4427
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2014
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
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CUSIP No. 46269C102
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avenir Corporation
I.D. No. 54-1146619
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,321,018
NUMBER -------- ---------------------------------------------------
OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------- ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,321,018
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,321,018
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14 TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13D
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CUSIP No. 46269C102
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This Schedule 13D ("Schedule") is being filed on behalf of Avenir Corporation
("Avenir"), a Virginia corporation, and amends the Schedule 13D filed
on November 12, 2013. This Schedule relates to the common stock, par value
$0.001 per share, of Iridium Communications Inc., a Delaware corporation
(the "Issuer"). Unless the context otherwise requires, references herein to
"Securities" or "Shares" are to such common stock of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
The Securities of the Issuer were primarily acquired on behalf of the
investment advisory clients of Avenir under sole or shared discretionary
authority granted Avenir. In addition, Avenir and/or its principal officers
and employees purchased Shares in the Issuer for their personal accounts. The
aggregate amount of funds used to purchase the Securities reported in this
filing totaled approximately $23,435,040. In addition, none of the proceeds
used to purchase the Securities were expressly provided through borrowings,
though certain accounts managed by Avenir may carry margin balances from time
to time.
Item 4. Purpose of Transaction
Avenir acquired the shares for investment purposes.
On March 31, 2014, Avenir sent the letter included as Attachment 1 below to
Robert H. Niehaus.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 3,321,018 shares of the common stock of the Issuer,
constituting approximately 4.3% of the 76,838,663 shares outstanding.
(b) Avenir generally has the sole power to dispose of or to direct the
disposition of the Securities held for discretionary accounts of its investment
clients, and may be granted the sole power to vote or direct the vote of such
Securities; such powers may be retained by or shared with the respective clients
for shared or non-discretionary accounts, for which Avenir generally makes
recommendations with respect thereto.
(c) All purchase or sale transactions in the Securities for the past
60 days are on Schedule A.
(d) The investment advisory clients of Avenir have the sole right to
receive and, subject to notice, to withdraw the proceeds from the sale of the
Securities, and the sole power to direct the receipt of dividends from any of
the Securities held for their respective accounts. Such clients may also
terminate the investment advisory agreements without penalty upon appropriate
notice.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The powers of disposition with respect to Securities owned by discretionary
private accounts of Avenir are established in written investment advisory
agreements between clients and Avenir, which are entered into in the normal
and usual course of the business of Avenir as a registered investment advisor
and which are generally applicable to all securities purchased for the benefit
of each such discretionary private account. There are no special or different
agreements relating to the Securities of the Issuer.
The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting, Avenir
may be allowed or directed to vote the proxies received by accounts classified
as "discretionary" or "shared" accounts; such authority is generally retained
by the clients for accounts classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Attachment 1) Letter from Avenir to Robert H. Niehaus dated March 31, 2014.
SCHEDULE 13D
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CUSIP No. 46269C102
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 31, 2014
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Date
/s/ Peter C. Keefe
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Signature
Peter C. Keefe/President
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Name/Title
SCHEDULE 13D
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CUSIP No. 46269C102
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SCHEDULE A
PURCHASE ("BY") AND SALE ("SL") TRANSACTIONS, TRANSFER OUTS ("LO") AND TRANSFER
INS ("LI") SINCE THE MOST RECENT FILING OF SCHEDULE 13D
All purchases and sales listed below were normal, open-market transactions.
Average
Transaction Per
Type Date Quantity Total Price Share
LO 1/29/2014 4550 28392.00 6.24
SL 1/30/2014 2725 17182.91 6.31
LO 2/4/2014 520 3192.80 6.14
SL 2/4/2014 12475 76325.65 6.12
SL 2/7/2014 2831 17284.92 6.11
SL 2/20/2014 31702 197085.00 6.22
SL 2/21/2014 14933 93128.47 6.24
SL 2/26/2014 24753 154530.91 6.24
BY 2/27/2014 385 2643.33 6.87
LO 2/28/2014 1280 8345.60 6.52
SL 3/4/2014 18340 123767.65 6.75
SL 3/5/2014 169315 1157684.60 6.84
SL 3/6/2014 970 6789.88 7.00
SL 3/7/2014 4240 29637.93 6.99
SL 3/13/2014 45450 341830.64 7.52
SL 3/14/2014 10800 81714.16 7.57
SL 3/18/2014 7100 54053.29 7.61
LO 3/20/2014 1880 14626.40 7.78
SL 3/24/2014 4950 38296.30 7.74
SL 3/25/2014 85 662.63 7.80
SL 3/26/2014 3030 22724.49 7.50
BY 3/26/2014 2598 19952.64 7.68
Attachment 1
March 31, 2014
Mr. Robert H. Niehaus
Chairman of the Board
Iridium Communications, Inc.
1750 Tysons Boulevard
Suite 1400
McLean, VA 22102
Attn: Secretary, Board of Directors
Dear Bob:
We write regarding the amended Iridium registration statement that was filed
late on Friday, March 28th increasing the total potential capital raise to
$225 million from $150 million. While the larger amount is far closer to the
estimate we gave you of the capital required to fund the business through the
NEXT initiative, the dramatic upsize, coming less than two months after the
initial filing, demonstrates once again how challenged Iridium's management
and Board of Directors finds itself in accurately forecasting the company's
capital requirements. The company has consistently underestimated its
capital requirements and as a result, is once again being required by a
nervous banking group to raise equity - for the second time in 18 months.
The first equity raise was needlessly dilutive and the terms were harsh.
Against our counsel, the mix of securities for the new offering does not
include a rights offering, which would permit your current shareholders to
avoid further dilution. This is senseless and sends a clear message to the
owners of the business.
In our discussions, you claimed that rights offerings were not common in the
United States and not the preference of your shareholders. Your first claim
is wrong. As proof, we pointed out a $2.4 billion rights offering completed
by New York Stock Exchange-listed Turquoise Hill in January of this year.
Existing investors were permitted to acquire shares at a discount to market
and have since enjoyed a 42% gain on their subscribed shares. We also told
you that Liberty Media's John Malone has a history of using rights offerings.
Nine days after that conversation, Liberty announced a rights offering which
will be priced at a 20% discount to the trailing 20 day average stock price.
Liberty's shares rose 9% on the announcement. We question your second claim
as you offered no proof for your statement that other large Iridium
shareholders are uninterested in a rights offering. Further, it is illogical
that they prefer dilution over a choice to avoid dilution. Since you are in
the private equity business, think about this - how would your limited
members react if the managing member ignored their wishes and diluted them by
sourcing capital from third parties?
Iridium shares trade well below book value and nearly 30% below the 2009 IPO
price, despite a stock market that has more than doubled over that period of
time. That poor record is in part a direct reflection of Iridium's callous
disregard for its shareholders. It is clear that Iridium's board has lost
the confidence of its shareholders and the accumulated evidence strongly
suggests that it is not equal to the task of managing its overleveraged
balance sheet while protecting per share value. It is time for the company
to seek outside help regarding alternatives ranging from a minority investment
by a strategic partner to the sale of the entire company with the
objective of maximizing per share value for existing shareholders. We are
prepared to assist the company in identifying an advisor. We further suggest
that the company cease its current efforts to raise capital and to seek bank
covenant waivers while the process unfolds.
We look forward to your prompt response.
Very Truly Yours,
/s/ Peter C. Keefe
Peter C. Keefe