AST SpaceMobile reports settlement term sheet for lower mid-band spectrum access

AST SpaceMobile (ASTS) announced a settlement term sheet among parties including AST SpaceMobile, Ligado Networks, Viasat (VSAT) and Inmarsat Global paving the way for approval of definitive documentation providing AST SpaceMobile long-term access to up to 45 MHz of premium lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The term sheet, when approved, provides that as part of Ligado’s ongoing restructuring, Inmarsat will support AST SpaceMobile receiving long-term spectrum usage rights for 80+ years to up to 40 MHz of L-Band MSS spectrum in the United States and Canada held by Ligado, plus access to an additional 5 MHz in the 1670-1675 MHz Band in the United States. In addition, Inmarsat agrees to provide its affirmative support of AST SpaceMobile’s planned regulatory applications with the Federal Communications Commission in the United States and ISED in Canada seeking authority to operate a NGSO system within the L-Band mid-band spectrum in North America. The Term Sheet supplements the definitive documentation previously entered into between AST SpaceMobile and Ligado in March and remains subject to Court approval, expected before the end of June. When consummated, the Transaction will add additional capabilities to AST SpaceMobile’s technology and space-based network, based on the largest-ever communications arrays deployed in low Earth orbit, pairing existing plans for the continental United States on low-band spectrum, which offers superior penetration and coverage characteristics, with access to up to 45 MHz of lower mid-band spectrum, the largest available block of high-quality nationwide spectrum in the United States. Upon approval of the Transaction, closing will be subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, and other closing conditions. At closing, Ligado will receive consideration of approximately $550M, of which $535M will be paid to Inmarsat. To support this consideration, AST SpaceMobile has received a $550M institutional financing commitment, to finance a planned wholly owned special-purpose vehicle in the form of a non-recourse senior-secured delayed-draw term loan facility, subject to customary closing conditions. This non-recourse financing highlights the attractiveness and value of the spectrum beyond the significant synergistic benefits it provides AST SpaceMobile. Pursuant to the term sheet and in connection with Inmarsat’s affirmative transaction and regulatory support and the resolution of certain litigation matters between Ligado and Inmarsat, AST SpaceMobile agrees to certain payments ahead of closing, subject to certain conditions. So long the financial sponsors of Ligado provide an acceptable backstop commitment to AST SpaceMobile providing for a full refund of payments in the event regulatory approvals are not obtained and closing does not occur, AST SpaceMobile agrees to pay $420M to Inmarsat on Ligado’s behalf on October 31, $100M to Inmarsat on Ligado’s behalf on March 31, 2026 and $15M to Inmarsat on Ligado’s behalf upon receiving regulatory approval and closing of the Transaction. AST SpaceMobile plans to obtain institutional financing based on this backstop commitment to facilitate these obligations prior to the non-recourse senior-secured delayed-draw loan facility becoming effective upon regulatory approvals and closing. The term sheet for such backstop commitment has already been negotiated to AST SpaceMobile’s satisfaction, providing committed financing from a highly credible group of lenders. AST SpaceMobile plans to supplement the existing financing commitment to cover the revised payment schedule. AST SpaceMobile’s obligation to begin making spectrum access usage payments to Ligado will begin on September 30 per the term sheet. AST SpaceMobile currently operates its first five commercial BlueBird satellites into low Earth orbit, each the largest-ever commercial communications arrays deployed into low Earth orbit, reaching approximately 700 square feet in size. These initial satellites will offer non-continuous cellular broadband service across the United States and in select markets globally and will target approximately 100% nationwide coverage from space with over 5,600 coverage cells in the United States. The next-generation Block 2 BlueBirds featuring up to 2,400 square-foot communications arrays, are designed to deliver up to 10 times the bandwidth capacity of the BlueBird satellites in orbit, enabling peak data transmission speeds of up to 120 Mbps, supporting voice, full data, and video applications, and other native cellular capabilities.