Edgar Filing: GHL Acquisition Corp.

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Acquisition” and “Summary of Proxy Statement,” summarize certain information contained in this proxy statement, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached Annexes and the documents to which we refer you, for a more complete understanding of the matters to be considered at the special meeting of stockholders. In this proxy statement, the terms “we”, “us”, “our” and “GHQ” refer to GHL Acquisition Corp., the term “Iridium Holdings” refers to Iridium Holdings LLC and the term “transaction agreement” refers to the Transaction Agreement dated as of September 22, 2008 among GHQ, Iridium Holdings and the sellers named therein (“Sellers” or “sellers”).

GHQ is a special purpose acquisition company formed for the purpose of acquiring one or more businesses or assets. For more information about GHQ, see the section entitled “Information About GHQ” and “GHQ Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 126 and 128, respectively.

Iridium Holdings, through its subsidiaries, is a provider of mobile voice and data communications services via satellite. For more information about Iridium Holdings, see the sections entitled “Information About Iridium Holdings,” and “Iridium Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 132 and 153, respectively.

Pursuant to a transaction agreement signed on September 22, 2008 by approximately 99.5% of the equityholders of Iridium Holdings, GHQ proposes to acquire Iridium Holdings from such equityholders on the terms and subject to the conditions set forth therein. For more information about the acquisition, see the sections entitled “Proposal I—Approval of the Acquisition” beginning on page 63, “The Transaction Agreement” beginning on page 104 and the Transaction Agreement that is attached as Annex A to this proxy statement.

Under the terms of the transaction agreement, GHQ agreed to pay for the purchase of 100% of Iridium Holdings’ equity, $77.1 million in cash, subject to certain adjustments, issue to the sellers 36.0 million shares of GHQ common stock (valued at $333.28 million based on a price per share of $9.23 on September 22, 2008, the last trading day before the acquisition was announced and at $331.2 million based on a price per share of $9.20 on January 12, 2009 on the NYSE Alternext U.S.) and assume approximately $131 million net debt of Iridium Holdings. In addition, 90 days following the closing of the acquisition, if Iridium Holdings has in effect a valid election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the taxable year in which the closing of the acquisition occurs, GHQ will make a tax benefit payment of up to $30 million in aggregate to sellers (other than the sellers of the equity of Baralonco and Syncom) to compensate them for the tax basis step-up. For more information about the transaction agreement and the other transaction agreements, see the sections entitled “The Transaction Agreement” and “Other Transaction Agreements” beginning on page 104 and 118 respectively.

Following the acquisition, the current stockholders of GHQ are expected to own approximately 55.1% of the outstanding shares of common stock of GHQ. The current owners of Iridium Holdings are expected to own approximately 42.2% of the outstanding common stock of GHQ and Greenhill & Co. Europe Holdings Limited (“Greenhill Europe”) is expected to own approximately 2.7% as a result of a $22.9 million convertible subordinated promissory note of Iridium Holdings (the “note”) convertible into 2.29 million shares of common stock of GHQ. The single-largest stockholder of GHQ, following the acquisition, is expected to be Baralonco Limited with approximately 13% ownership and the second-largest stockholder of GHQ is expected to be Greenhill with approximately 10.8% ownership, including Greenhill Europe’s 2.7% ownership. These ownership percentages are calculated on an outstanding basis and assume that (i) no holders of shares of our common stock issued in our IPO (“IPO shares”) vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, (ii) without regard to the results of the tender offer (iii) no holders of warrants exercise their rights to acquire GHQ shares, and (iv) the conversion of the note by Greenhill Europe into 2.29 million shares of common stock, in accordance with its terms. Assuming the maximum number of GHQ stockholders holding IPO shares (30% minus one

share) vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, the current stockholders of GHQ are expected to own approximately 47.8% of the outstanding shares of common stock of GHQ, the current owners of Iridium Holdings are expected to own approximately 49.1% of the outstanding common stock of GHQ and Greenhill Europe is expected to own approximately 3.1% of the outstanding common stock of GHQ. For more information, see section entitled “Proposal I – Approval of the Acquisition” beginning on page 63.

GHQ’s management and board of directors considered various factors in determining whether to acquire Iridium Holdings and to approve the transaction agreement, including, without limitation, an opinion prepared by Duff & Phelps, LLC, an independent financial advisor, regarding whether (i) the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view, to the holders of GHQ's common stock (other than Greenhill) and (ii) Iridium Holdings has a fair market value equal to at least 80% of the balance in GHQ's trust account (excluding deferred underwriting discounts and commissions). For more information about our decision-making process, see the section entitled “Proposal I—Approval of the Acquisition—Factors Considered by the GHQ Board in Approving the Acquisition” beginning on page 70.

Each holder of IPO shares has a right to convert its IPO shares into cash if such holder votes against the acquisition proposal, the acquisition is completed and the holder properly exercises its conversion rights as described below. Such IPO shares would then be converted into cash at a per-share conversion price on the closing date of the acquisition. To exercise conversion rights, a holder of IPO shares, whether being a record holder or holding the IPO shares in “street name,” must tender its IPO shares to our transfer agent, American Stock Transfer & Trust Company, and deliver written instructions to our transfer agent: (i) stating that the holder wishes to convert the IPO shares into a pro rata share of the trust account and (ii) confirming that the holder has held the IPO shares since the record date and will continue to hold them through the special meeting and the completion of the acquisition.

In addition to voting on the acquisition proposal at the special meeting, the stockholders of GHQ will vote on proposals to approve a second amended and restated certificate of incorporation for GHQ, a share issuance proposal, a stock incentive plan proposal and a proposal to adjourn the special meeting, if necessary to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the acquisition proposal and the transactions contemplated thereby. See the sections entitled “Proposal II—Approval of the Amended and Restarted Certificate of Incorporation,” “Proposal III—Approval of the Share Issuance Proposal,” “Proposal IV— Adoption of the Stock Incentive Plan,” “Proposal V—Adoption of the Adjournment Proposal” and the “The Special Meeting” on pages 90, 92, 93, 99 and 120, respectively.

Upon the closing of the acquisition, our board of directors will be expanded to ten directors and six new individuals will be appointed to our board of directors. All of our existing board members, with the exception of Kevin P. Clarke, will remain members of our board of directors. See the sections entitled “Proposal I—Approval of the Acquisition” and “Management Following the Acquisition” on pages 63 and 184, respectively.

The closing of the acquisition is subject to a number of conditions set forth in the transaction agreement. For more information about the closing conditions to the acquisition, see the section entitled “The Transaction Agreement—Conditions to the Closing of the Acquisition” beginning on page 113.

Our acquisition of Iridium Holdings involves numerous risks. For more information about these risks, see the section entitled “Risk Factors” beginning on page 40.

In considering the recommendation of GHQ’s board of directors to vote for our proposals, you should be aware that our executive officers and members of our board of directors have interests in the acquisition that are different from, or in addition to, the interests of GHQ’s stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreement and in recommending to our stockholders that they vote in favor of the acquisition proposal and other proposals. These interests include, among other things:

All of our directors, Messrs. Bok, Niehaus, Rush, Canfield and Clarke, and our founding stockholder own 200,000, 200,000, 43,479, 43,479, 43,479 and 8,369,563 units of GHQ, respectively. Each of Messrs. Rush, Canfield and Clarke purchased his units prior to our IPO for an aggregate price of $128.00 and had an aggregate market value of approximately $404,355, based upon the last sale price of $9.30 on the NYSE Alternext U.S. on January 12, 2009. If our proposals are not approved and GHQ is unable to complete another business combination by February 14, 2010, GHQ will be required to liquidate. In such event, the 8.5 million units held by Messrs. Rush, Canfield and Clark and our founding stockholder will be worthless because Messrs. Rush, Canfield and Clarke and our founding stockholder have agreed that they will not receive any liquidation proceeds with respect to such shares. Accordingly, Messrs. Rush, Canfield and Clarke and our founding stockholder have a financial interest in the completion of the acquisition. The 400,000 shares purchased by Messrs. Bok and Niehaus in the IPO would receive liquidation proceeds. Messrs. Bok and Niehaus each purchased 200,000 units in the IPO.

In addition to the shares of GHQ common stock, our founding stockholder purchased for $8.0 million warrants to purchase up to 8.0 million shares of GHQ common stock at $1.00 per share. These warrants have an exercise price of $7.00 per share. If GHQ is unable to complete a business combination by February 14, 2010 and liquidates its assets, there will be no distribution with respect to these warrants, and the warrants will expire worthless.

Two of our directors, Messrs. Bok and Niehaus purchased units in our IPO. In addition, Messrs. Bok and Niehaus own shares in our founding stockholder that give them indirect ownership interests in GHQ. Because of their indirect ownership interests, each of Messrs. Bok and Niehaus has financial interests in the completion of the acquisition in addition to their interests as holders of our units.

If the acquisition is completed, certain of our current directors will continue as directors of GHQ. These non-executive directors will be entitled to receive any cash fees, stock options, stock awards or other compensation arrangements that our board of directors determines to provide to our non-executive directors.

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION

Q: Why am I receiving this proxy statement?

A: GHQ has agreed to acquire Iridium Holdings under the terms of the transaction agreement that is described in this proxy statement. A copy of the transaction agreement is attached to this proxy statement as Annex A, which GHQ and Iridium Holdings encourage you to read.

You are receiving this proxy statement because we are soliciting your vote to approve the acquisition and related matters at a special meeting of our stockholders. This proxy statement contains important information about the acquisition and related matters. You should read it carefully.

Your vote is important. We encourage you to vote as soon as possible after carefully reviewing this proxy statement.

Q: When and where is the stockholder meeting?

A: GHQ’s special meeting will be held at 10:00 a.m., Eastern Standard Time, on , 2009 at the Waldorf-Astoria Hotel, 301 Park Avenue, New York, NY.

Q: Why is GHQ proposing the acquisition?

A: GHQ is a blank check company formed for the purpose of effecting an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets.

GHQ completed its IPO on February 21, 2008, generating net proceeds of approximately $400 million. As of September 30, 2008, the balance in the trust account was approximately $402.3 million. GHQ holds these funds in the trust account pending completion of the acquisition of Iridium Holdings and the payment of the deferred underwriting commissions and discounts.

GHQ is now proposing to acquire Iridium Holdings pursuant to the transaction agreement. If the acquisition proposal and related proposals are approved by our stockholders and the other conditions to completion of the acquisition are satisfied, GHQ will acquire substantially all the units of Iridium Holdings. Upon the closing of the acquisition, Iridium Holdings will become a subsidiary of GHQ, and GHQ will be renamed “Iridium Communications Inc.” and will apply for listing on the New York Stock Exchange (“NYSE”).

Iridium Holdings is a leading provider of mobile voice and data communications services via satellite, and the only provider in the world offering 100% global coverage. Based on information provided by Raymond James, Iridium Holdings is the second largest provider of mobile satellite services and related equipment with an estimated 23% market share of the principal industry players in 2007, based on revenues. Iridium Holdings’ mobile satellite services address the increasing demand from customers for connectivity and reliability at all times and in all locations. Iridium Holdings offers voice and data communications services to U.S. and international government agencies, businesses and other customers on a global basis using 66 in-orbit constellation satellites, eight in-orbit spares and related ground infrastructure, including a primary commercial gateway. The U.S. government, which owns and operates a dedicated gateway, is Iridium Holdings’ largest customer, providing 22% of its 2007 revenue.

As part of the acquisition, we would acquire two entities, Syncom-Iridium Holdings Corp. (“Syncom”) and Baralonco N.V. (“Baralonco”), which are holders of a significant number of Iridium Holdings units. We will execute a pledge agreement with the sellers of the equity of each entity in connection with the closing of the acquisition under which the sellers of the equity of each entity would pledge certain of the shares of GHQ common stock they receive in the transaction to cover certain of their indemnification obligations under the transaction agreement. The sellers of the equity of Syncom would pledge 300,000 GHQ shares and the sellers of the equity of Baralonco would pledge 1.5 million GHQ shares received in the transaction.

If the acquisition and related transactions are approved by our stockholders, the warrants issued in our IPO will become exercisable in accordance with their terms since such warrants become exercisable at any time commencing on the later of the completion of our initial business combination or February 14, 2009.

If the acquisition and related transactions are not approved, and GHQ is unable to complete another business combination by February 14, 2010, GHQ will be required to liquidate.

Q: What will the owners of Iridium Holdings receive in the proposed transactions?

A: Upon completion of the acquisition, the owners of Iridium Holdings are expected to receive, an aggregate of 35.8 million shares of GHQ common stock and $76.7 million of cash, subject to certain adjustments (based on a consideration of 36.0 million shares of common stock of GHQ and $77.1 million of cash, subject to certain adjustments, for 100% of the equity of Iridium Holdings). In addition, 90 days following the closing of the acquisition, if Iridium Holdings has in effect a valid election under Section 754 of the Code with respect to the taxable year in which the closing of the acquisition occurs, GHQ will make a tax benefit payment of up to $30 million in aggregate to sellers (other than the sellers of the equity of Baralonco and Syncom).

Concurrently with the signing of the transaction agreement, Iridium Holdings and Greenhill Europe a subsidiary of Greenhill, entered into an agreement with Iridium Holdings to purchase a $22.9 million convertible subordinated promissory note of Iridium Holdings. The closing of the purchase of the note occurred on October 24, 2008, following the receipt by Iridium Holdings of the consent of its lenders to the issuance of the note. Greenhill Europe has the option to convert the note into Iridium Holdings units upon the later to occur of (i) October 24, 2009 (“first anniversary”) and (ii) the closing of the acquisition or the termination of the transaction agreement. If the closing of the acquisition occurs after the first anniversary, upon the exercise of its conversion rights, Greenhill Europe will be entitled to receive 2.29 million shares of GHQ common stock. If the closing occurs prior to September 22, 2009, GHQ and Greenhill Europe will enter into an agreement which will entitle Greenhill Europe to exchange, upon the first anniversary of the issuance of the note, each Iridium Holding unit into which the note is convertible for 27.2866 shares of GHQ common stock, subject to adjustments.

Q: Will GHQ stockholders receive anything in the proposed transactions?

A: If the acquisition is completed and you do not properly elect to convert your GHQ common stock into cash, you will continue to hold GHQ common stock and warrants that you currently own and do not sell. If the acquisition is completed but you vote your shares against the acquisition proposal and properly elect to convert your shares into cash, your GHQ common stock will be canceled and you will receive cash as described below, but you will continue to hold any warrants that you currently own and do not sell.

Q: Who will own GHQ after the proposed acquisition?

A: If the proposed acquisition is completed, the current stockholders of GHQ are expected to own approximately 55.1% of the outstanding shares of common stock of GHQ. The current owners of Iridium Holdings are expected to own approximately 42.2% of the outstanding common stock of GHQ and Greenhill Europe is expected to own approximately 2.7% as a result of the conversion of the note. The single-largest stockholder of GHQ, following the acquisition, is expected to be Baralonco Limited with approximately 13% ownership and the second-largest stockholder of GHQ is expected to be Greenhill with approximately 10.8% ownership, including Greenhill Europe’s 2.7% ownership. These ownership percentages are calculated on an outstanding basis and assume that (i) no holders of IPO shares vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, (ii) without regard to the results of the tender offer (iii) no holders of warrants exercise their rights to acquire GHQ shares, and (iv) the conversion of the note by Greenhill Europe into 2.29 million shares of common stock, in accordance with its terms. Assuming the maximum number of GHQ stockholders holding IPO shares (30% minus one share) vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, the current stockholders of GHQ are expected to own approximately 47.8% of the outstanding shares of common stock of GHQ, the current owners of Iridium Holdings are expected to own approximately 49.1% of the outstanding common stock of GHQ and Greenhill Europe is expected to own approximately 3.1% of the outstanding common stock of GHQ.

Q: What is being voted on at the meeting?

A: You are being asked to vote on five proposals:

·	a proposal to approve the acquisition of Iridium Holdings pursuant to the transaction agreement, the acquisition and the other transactions contemplated by the transaction agreement;

·	a proposal to adopt a second amended and restated certificate of incorporation for GHQ, to be effective upon completion of the acquisition, to, among other things, change our name to

“Iridium Communications Inc.” and permit our continued existence after February 14, 2010;

·	a proposal to approve the issuance of shares of our common stock in the acquisition and related transactions that would result in an increase in our outstanding common stock by more than 20%;

·	a proposal to adopt a stock incentive plan, to be effective upon completion of the acquisition; and

·	a proposal to authorize the adjournment of the special meeting to a later date or dates, including if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes in favor of any of these proposals.

This proxy statement provides you with detailed information about each of these proposals. We encourage you to carefully read this entire proxy statement, including the attached annexes. YOU SHOULD ALSO CAREFULLY CONSIDER THOSE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS.”

Q: What is the record date for the special meeting? Who is entitled to vote?

A: The record date for the special meeting is , 2009. Record holders of GHQ common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were outstanding shares of our common stock, which includes IPO shares and shares owned by our founding stockholder, officers and directors.

Each share of GHQ common stock is entitled to one vote per share at the special meeting. GHQ’s outstanding warrants do not have voting rights.

Q: How do the founding stockholder, our officers and directors intend to vote their shares?

A: With respect to the acquisition proposal, our founding stockholder, officers and directors, to the extent they own GHQ common stock, have agreed to vote their shares of GHQ common stock, in accordance with the majority of the votes cast by the public stockholders. Our founding stockholder, officers and directors, to the extent they own GHQ common stock, have also informed GHQ that they intend to vote all of their shares “FOR” the other proposals. The directors and officers of GHQ who purchased units in our IPO are Messrs. Bok, Niehaus and Harold J. Rodriguez. Mr. Bok has informed GHQ that he intends to vote the 200,000 shares of common stock purchased as part of the units in our IPO “FOR” the proposals detailed in this proxy statement. Mr. Niehaus has informed GHQ that he intends to vote the 200,000 shares of common stock purchased as part of the units in our IPO “FOR” the proposals detailed in this proxy statement. Mr. Rodriguez has informed GHQ that he intends to vote the 15,000 shares of common stock purchased as part of the units in our IPO “FOR” the proposals detailed in this proxy statement.

Q: What vote is required to approve the acquisition proposal?

A: The affirmative vote of stockholders owning a majority of the IPO shares voted at the special meeting represented in person or by proxy is required to approve the acquisition proposal. However, the acquisition proposal will not be approved if the holders of 30% or more of the IPO shares vote against the acquisition proposal and properly exercise their rights to convert such IPO shares into cash. Because the approval of the acquisition proposal is a condition to the approval of the other proposals (other than the adjournment proposal), if the acquisition proposal is not approved, the other approvals will not take effect (other than the adjournment proposal). No vote of the Iridium Holdings’ unitholders is required.

Q: What vote is required to approve the certificate proposal?

A: The affirmative vote of holders of a majority of the outstanding shares of our common stock is required to approve the certificate proposal, and approval is conditioned upon approval of the acquisition proposal. No vote of the Iridium Holdings’ unitholders is required.

Q: What vote is required to approve the share issuance proposal?

A: The affirmative vote of holders of a majority of the shares represented in person or by proxy and entitled to vote thereon at the special meeting is required to approve the share issuance proposal, and approval is conditioned upon approval of the acquisition proposal. No vote of the Iridium Holdings’ unitholders is required.

Q: What vote is required to adopt the stock incentive plan proposal?

A: The affirmative vote of holders of a majority of the shares represented in person or by proxy and entitled to vote thereon at the special meeting is required to adopt the proposed stock incentive plan of GHQ, and approval is conditioned upon approval of the acquisition proposal. No vote of the Iridium Holdings’ unitholders is required.

Q: What vote is required to adopt the adjournment proposal?

A: The affirmative vote of holders of a majority of the shares represented in person or by proxy and entitled to vote thereon at the special meeting is required to adopt the adjournment proposal. The approval of the adjournment proposal is not conditioned on the approval of the acquisition proposal or any of the other proposals. No vote of the Iridium Holdings’ unitholders is required.

Q: Did GHQ’s board of directors obtain an opinion from a financial advisor in connection with the approval of the transaction agreement?

A: Yes. The board of directors of GHQ engaged Duff & Phelps, LLC (“Duff & Phelps”), an independent financial advisor. On September 22, 2008, Duff & Phelps provided to GHQ’s board of directors an opinion dated September 22, 2008, subject to the assumptions, qualifications and limitations set forth therein, that as of that date (i) the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view, to the holders of GHQ’s common stock (other than Greenhill) and (ii) Iridium Holdings has a fair market value equal to at least 80% of the balance in GHQ’s trust account (excluding deferred underwriting discounts and commissions).

Q: Do I have appraisal or dissenters’ rights?

A: No appraisal or dissenters’ rights are available under the Delaware General Corporation Law (“Delaware law”) for holders of GHQ common stock or warrants in connection with the proposals described in this proxy statement.

Q: Do I have conversion or redemption rights?

A: Yes. Each holder of IPO shares has a right to convert his or her IPO shares into a pro rata share of the cash on deposit in our trust account (before payment of deferred underwriting discounts and commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest, net of franchise taxes and net of interest income of up to $5.0 million, subject to certain adjustments, on the trust account balance previously released to us to fund our working capital requirements) if such holder votes against the acquisition proposal, properly exercises the conversion rights and the acquisition is completed. Such IPO shares would then be converted into cash at the per-share conversion price on the completion date of the acquisition. It is anticipated that the funds to be distributed to each holder who properly elects to convert any IPO shares will be distributed promptly after completion of the acquisition.

Notwithstanding the foregoing, a stockholder, together with any affiliate of his, her or it or any person with whom he, she or it is acting in concert or as a partnership, syndicate or other group for the purpose of acquiring, holding, disposing, or voting of GHQ’s securities, will be restricted from seeking conversion rights with respect to more than 10% of the IPO shares.

The actual per-share conversion price will be equal to the quotient determined by dividing (i) the amount then on deposit in the trust account (before payment of deferred underwriting discounts and commissions and including accrued interest net of income taxes on such interest and net of franchise taxes, after distribution of interest income on the trust account balance to us as described above), that has not been distributed to GHQ to cover its working capital expenses as set forth in GHQ’s certificate of incorporation (“certificate”), calculated as of two business days prior to the closing by (ii) the total number of IPO shares. As of September 30, 2008, the per-share conversion price would have been approximately $10.02, without taking into account any interest or expenses accrued after such date.

Voting against the acquisition proposal alone will not result in the conversion of your IPO shares into a pro rata share of the trust account. To convert your IPO shares, you must also exercise your conversion rights and follow the specific procedures for conversion summarized below and set forth under “The Special Meeting—Conversion Rights.”

Holders of IPO shares who convert their IPO shares into cash would still have the right to exercise any warrants that they continue to hold and do not sell.

Prior to exercising your conversion rights, you should verify the market price of GHQ shares because you may receive higher proceeds from the sale of your IPO shares in the public market than from exercising

your conversion rights if the market price per IPO share is higher than the conversion price.

Q: How do I exercise my conversion rights?

A: To exercise conversion rights, a holder of IPO shares, whether being a record holder or holding the IPO shares in “street name,” must tender the IPO shares to our transfer agent, American Stock Transfer & Trust Company, and deliver written instructions to our transfer agent: (i) stating that the holder wishes to convert the IPO shares into a pro rata share of the trust account and (ii) confirming that the holder has held the IPO shares since the record date and will continue to hold them through the special meeting and the completion of the acquisition.

To tender IPO shares to our transfer agent, the holder must deliver the IPO shares either (i) at any time before the start of the special meeting (or any adjournment or postponement thereof), electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system or (ii) at any time before the day of the special meeting (or any adjournment or postponement thereof), physically by delivering a share certificate. Any holder who holds IPO shares in street name will have to coordinate with his or her bank or broker to arrange for the IPO shares to be delivered electronically or physically. Any holder who desires to physically tender to our transfer agent IPO shares that are held in street name must instruct the account executive at his or her bank or broker to withdraw the IPO shares from the holder’s account and request that a physical certificate be issued in such holder’s name. Our transfer agent will be available to assist with this process.

If a holder does not deliver written instructions and tenders his or her IPO shares (either electronically or physically) to our transfer agent in accordance with the above procedures, those IPO shares will not be converted into cash.

Any request for conversion, once made, may be withdrawn or revoked at any time before the start (in case of electronic tendering) or at any time before the day (in case of physical tendering) of our special meeting (or any adjournment or postponement thereof), in which case the IPO shares will be returned (electronically or physically) to such holder. Holders of IPO shares who have exercised conversion rights may not thereafter withdraw or revoke their decision to convert their IPO shares into a pro rata portion of the trust account.

If any holder tenders IPO shares (electronically or physically) and the acquisition is not completed, the IPO shares will not be converted into cash and they will be returned (electronically or physically) to such holder.

Q: What is the tender offer?

A: GHQ plans to commence a tender offer to purchase up to 11.4 million shares of its common stock representing approximately 29% of GHQ’s common stock issued in our IPO, at $10.50 per share, payable in cash (reduced by a number of shares equal to the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their shares of GHQ common stock divided by the per share conversion price). Consequently, if the maximum number of holders of our IPO shares (30% minus one share of common stock) vote against the acquisition and properly exercise the right to convert their shares into cash but the acquisition is consummated, GHQ will not commence the tender offer. Additionally, in the event the acquisition is not approved or other conditions to the consummation of the acquisition are not satisfied and are not waived, GHQ will not commence the tender offer. The tender offer will offer liquidity to GHQ’s stockholders at $10.50 per share, regardless of the then-current market price per share, subject to proration if the tender offer is oversubscribed. While stockholders holding IPO shares may vote all their shares against the acquisition and elect to properly exercise their conversion rights, subject to the maximum number of IPO shares which may be converted by each stockholder and in the aggregate, for the acquisition to be approved (30% of our IPO shares minus one share), in the event the tender offer is oversubscribed, stockholders electing to tender their shares will only be entitled to tender a pro rata portion of the shares of common stock held by them at such time. Assuming that no stockholders vote against the transaction and elect conversion of their shares and the maximum number of shares are tendered in the offer, the aggregate purchase price for the shares of GHQ common stock purchased in the tender offer will be approximately $120.0 million. For a more detailed discussion of the tender offer, see “The Tender Offer.”

Q: Why is GHQ planning the tender offer?

A: GHQ is planning the tender offer to provide a meaningful liquidity opportunity for at least part of the GHQ common shares held by those stockholders who desire liquidity for their shares. GHQ’s

management and board of directors believe that the tender offer will enhance the likelihood of stockholder approval of the acquisition proposal since if the acquisition is approved, the price per share proposed in our tender offer of $10.50 will be higher than the per share conversion price of $10.00 to be distributed to our stockholders electing to vote against the acquisition and properly exercise their right to convert their IPO shares into cash.

Q. Who will be able to participate in the tender offer?

A: Stockholders of GHQ at the time of the tender offer may participate in the tender offer. However, GHQ’s founding stockholder, officers and directors have agreed not to tender any of their shares in the tender offer.

Q. When does GHQ expect to commence and complete the tender offer?

A. GHQ expects to commence the tender offer as soon as practicable following the special meeting and legally permissible, and to complete the tender offer approximately 20 business days after commencement, and concurrent with the closing of the acquisition.

Q. What effect will the tender offer have on the capital structure of GHQ?

A. The tender offer will have the effect of reducing the number of outstanding common shares of GHQ by the number of common shares tendered by GHQ stockholders, up to 11.4 million shares (reduced by a number of shares equal to the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their shares of GHQ common stock divided by the per share conversion price). The tender offer will also have the effect of reducing the cash balances of GHQ by $10.50 multiplied by the number of shares tendered by GHQ stockholders, up to $120 million (reduced by the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their shares of GHQ common stock).

Q. How will GHQ fund the purchase of shares that are tendered?

A. GHQ expects to fund the purchase of shares that are tendered from the trust account.

Q: What happens after the acquisition to the funds from the IPO deposited in our trust account?

A: Upon completion of the acquisition, any funds remaining in the trust account after payment of amounts, if any, to GHQ stockholders exercising their conversion rights or tendering their shares, will be used for the prepayment of all or a portion of Iridium Holdings’ debt, payment of transaction expenses and to fund Iridium Holdings’ working capital after the closing of the acquisition.

Q: Who will manage the acquired business?

A: Following the acquisition, GHQ, to be renamed “Iridium Communications Inc, ” will be overseen by its board of directors, which will be comprised of: two directors selected by Greenhill who currently serve on GHQ’s board of directors, four of Iridium Holdings’ current directors, the current CEO of Iridium Holdings, one representative of Syncom and two of the current independent directors of GHQ. The current officers of GHQ shall have resigned and the current officers of Iridium Holdings will continue to serve in their current positions. Robert H. Niehaus, Senior Vice President of GHQ, will become chairman of the board of directors.

Q: What happens if the acquisition is not completed?

A: If the acquisition proposal and related matters are not approved by our stockholders, we will not acquire Iridium Holdings, our certificate will not be amended and we will continue to seek other potential business combinations. If we do not consummate a business combination by February 14, 2010, our corporate existence will cease except for the purpose of winding up our affairs and liquidating. In connection with our dissolution and liquidation, all amounts in the trust account plus any other net assets of GHQ not used for or reserved to pay obligations and claims or such other corporate expenses relating to or arising from GHQ’s plan of dissolution, including costs of dissolving and liquidating GHQ, would be distributed on a pro rata basis to the holders of IPO shares. GHQ will pay no liquidating distributions with respect to any shares of capital stock of GHQ other than the IPO shares.

Q: What do I need to do now?

A: Indicate on your proxy card how you want to vote on each of our proposals, sign it and mail it in the enclosed return envelope, as soon as possible, so that your shares may be represented at our special meeting. If you sign and send in your proxy card and do not indicate how you want to vote on any of our proposals, we will count your proxy card as a vote in favor of all such proposals. You may also attend our special meeting and vote your shares in person. You should contact your bank or broker to request assistance in attending the meeting.

Q: How do I vote via the Internet?

A: Stockholders who hold their shares through a bank or broker may be able to vote via the Internet. If available, internet voting instructions will be provided on the proxy card provided by your bank or broker, accompanying this proxy statement.

Q: What do I do if I want to change my vote?

A: Send in a later-dated, signed proxy card to your bank or broker. If you’ve previously voted via telephone or Internet you may change your vote by either of these methods up to 11:59 p.m. Eastern Standard Time the day prior to our special meeting. You may also attend our meeting in person and vote at that time. You should contact your bank or broker to request assistance in attending the meeting. You may also revoke your proxy by sending a notice of revocation to at the address under “Who Can Help Answer Your Questions” included elsewhere in this proxy statement. You can find further details on how to revoke your proxy under “The Special Meeting—Revoking Your Proxy.”

Q: If my shares are held in “street name” by my bank or broker, will my broker vote my shares for me?

A: If you do not provide your bank or broker with instructions on how to vote your “street name” shares, your bank or broker will not be able to vote them on the acquisition proposal or the other proposals described in this proxy statement, other than the issuance proposal and the adjournment proposal. You should therefore instruct your bank or broker how to vote your shares, following the directions provided by your bank or broker on the enclosed proxy card. Please check the voting form used by your bank or broker to see if it offers telephone or Internet voting.

If you do not give voting instructions to your bank or broker, you will not be counted as voting, unless you appear in person at the special meeting. Please contact your bank or broker for assistance in attending the special meeting to vote your shares.

Q: Should I send in my stock certificates now?

A: No. If the acquisition is completed, GHQ stockholders will keep their existing stock certificates.

Q: What will happen if I abstain from voting or fail to vote?

A: An abstention, since it is not an affirmative vote in favor of any proposal but adds to the number of shares present in person or by proxy, will have the same effect as a vote against the certificate proposal, the share issuance proposal, the stock incentive plan proposal and the adjournment proposal. An abstention will have no effect on the acquisition proposal. A failure to vote will make it more difficult for us to achieve the quorum necessary for us to conduct business at the special meeting and, because approval of the certificate proposal requires the affirmative vote of a majority of our outstanding shares (not the shares actually voted) will have the same effect as a vote against the certificate proposal.

Q: When do you expect to complete the acquisition?

A: We are working to complete the acquisition as soon as possible. We hope to complete the acquisition shortly after the special meeting, if we obtain the required stockholder approvals at the special meeting and if we receive the necessary regulatory approvals prior to the special meeting. We cannot predict the exact timing of the closing of the acquisition or whether the acquisition will be consummated because it is subject to conditions that are not within our control, such as approvals from domestic and foreign regulatory authorities including, the Federal Communications Commission (“FCC”). Both GHQ and Iridium Holdings possess the right to terminate the transaction agreement in certain situations.

The closing of the acquisition is subject to the conditions and approvals described in this proxy statement. We expect to complete the acquisition and the related transactions during the first half of 2009.

WHO CAN HELP ANSWER YOUR QUESTIONS

If you have more questions about the acquisition, you should contact:

GHL Acquisition Corp.

300 Park Avenue, 23rd Floor

New York, NY 10022

Attention: James Babski

Phone Number: (212) 372-4180

If you would like additional copies of this document,

or if you have questions about the acquisition, you should contact:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

Toll-Free (800) 322-2885

SUMMARY OF PROXY STATEMENT

This summary contains selected information from this proxy statement and may not contain all of the information that is important to you. To understand the acquisition fully and to obtain a more complete description of the legal terms of the acquisition, you should carefully read this entire document, including the Annexes, and the documents to which we refer you. See “Where You Can Find More Information” on page 207. In this proxy statement, the terms “we”, “us”, “our” and “GHQ” refer to GHL Acquisition Corp., the term “Iridium Holdings” refers to Iridium Holdings LLC.

The Special Meeting (See page 120)

This proxy statement is being furnished to holders of GHQ’s common stock for use at the special meeting, and at any adjournments or postponements of that meeting. At the special meeting, GHQ’s stockholders will be asked to consider and vote upon proposals (1) to approve the acquisition of Iridium Holdings pursuant to the transaction agreement and to approve the other transactions contemplated by the transaction agreement; (2) to approve a second amended and restated certificate of incorporation of GHQ, to be effective upon the closing of the acquisition; (3) to approve the issuance of shares of our common stock in the acquisition and related transactions; (4); to adopt a proposed stock incentive plan; and (5); to adopt a proposal to authorize the adjournment of the special meeting to a later date or dates, including, if necessary, to permit further solicitation and voting of proxies if there are insufficient votes at the time of the special meeting to adopt any of these proposals. The special meeting will be held on , 2009, at 10:00 a.m., Eastern Standard Time, at the Waldorf-Astoria Hotel, 301 Park Avenue, New York, NY.

Recommendation of Board of Directors and Reasons for the Acquisition

Our board of directors has unanimously approved the acquisition and related transactions, and unanimously recommends that our stockholders vote “FOR” each of our proposals.

The Parties

GHL Acquisition Corp. We are a blank check company formed on November 2, 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses or assets, which we refer to as our “initial business combination.” Our efforts in identifying prospective target businesses have not been limited to a particular industry. Instead, we focused on various industries and target businesses in the United States and Europe that would provide significant opportunities for growth.

On February 21, 2008, we completed our IPO, generating gross proceeds of approximately $400 million. On February 21, 2008, we also consummated a private placement of 8.0 million warrants to our founding stockholder at $1.00 per warrant, generating gross proceeds of $8.0 million. A total of approximately $400 million, including $375.6 million of the IPO proceeds net of the underwriters’ discounts and commissions and offering expenses, $16.4 million of deferred underwriting discounts and commissions and $8.0 million from the sale of warrants to our founding stockholder, was placed into a trust account at Wachovia Securities, LLC, with the American Stock Transfer & Trust Company serving as trustee. Except for a portion of the interest income permitted to be released to us, the proceeds held in trust will not be released from the trust account until the earlier of the completion of our initial business combination and our liquidation. Based on our certificate of incorporation, up to a total of $5.0 million of interest income, subject to adjustment, may be released to us to fund our working capital requirements and additional interest income may be released to fund tax obligations. For the period from inception to September 30, 2008, approximately $2.7 million has been released to us in accordance with these terms. As of September 30, 2008, the balance in the trust account was approximately $402.3 million.

All of our activity to date relates to our formation, our IPO and efforts to identify prospective target businesses. We are not presently engaged in, and we will not engage in, any substantive commercial business until we consummate our initial business combination. If the proposals set forth in this proxy statement are not approved, the acquisition of Iridium Holdings will not be consummated and we will continue to search for businesses or assets to acquire. If we do not complete an initial business combination by February 14, 2010, our corporate existence will cease except for purposes of winding up our affairs and liquidating.

The GHQ units, common stock and warrants are traded on the NYSE Alternext U.S. under the symbols “GHQ.U,” “GHQ” and “GHQ.WS,” respectively.

Our executive offices are located at 300 Park Avenue, 23rd Floor, New York, New York 10022. We file reports with the Securities and Exchange Commission (“SEC”), which are available free of charge at www.sec.gov. For more information about GHQ, please see the section entitled “Information About GHQ.”

Iridium Holdings LLC. Iridium Holdings is a leading provider of mobile voice and data communications services via satellite, and the only provider in the world offering 100% global coverage. Based on information provided by Raymond James, Iridium Holdings is the second largest provider of mobile satellite services and related equipment with an estimated 23% market share of the principal industry players in 2007, based on revenues.

Iridium Holdings maintains a website at www.iridium.com. For more information about Iridium Holdings, please see the section entitled “Information About Iridium Holdings.”

The Acquisition (see page 63)

GHQ is proposing to acquire Iridium Holdings pursuant to a transaction agreement that provides for the acquisition of 99.5% of the outstanding units of Iridium Holdings, with Iridium Holdings continuing as a subsidiary of GHQ. Following the acquisition, GHQ will rename itself “Iridium Communications Inc.”

Organizational Structure

The following diagram sets forth our organizational structure immediately following the acquisition of Iridium Holdings.

* Assuming that (i) no holders of our IPO shares vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, (ii) without regard to the results of the tender offer and (iii) no holders of GHQ warrants exercise their rights to acquire GHQ shares.

** Includes Greenhill Europe’s holding of approximately 2.7% of the outstanding GHQ common stock as a result of the conversion of the note.

Structure of the Acquisition (see page 104 and Annex A)

The transaction agreement provides that upon the closing of the acquisition, GHQ will own, directly or indirectly, all or substantially all of the units of Iridium Holdings, and Iridium Holdings will become a subsidiary of GHQ. Equityholders owning approximately 99.5% of Iridium Holdings’ equity (including the equityholders of Baralonco and Syncom) have signed the transaction agreement. As part of the acquisition, GHQ will acquire all of the equity of two of Iridium Holdings largest equityholders, Baralonco and Syncom. For additional information, please see the section entitled “The Transaction Agreement.”

Consideration to be Paid in the Acquisition (see page 104)

The aggregate consideration to be paid in the acquisition and related transactions is based upon a total enterprise value for Iridium Holdings of $591 million (calculated as $100 million of cash to be paid to 100% of the Iridium Holdings’ equityholders, of which $77.1 million will be paid by GHQ and $22.9 million by Greenhill Europe in the form of the note, plus $360 million of GHQ common stock to be issued to the Iridium Holdings’ equityholders, plus net indebtedness of Iridium Holdings of $131 million as of June 30, 2008). Upon completion of the acquisition, the Sellers who signed the transaction agreement will receive $76.7 million in cash, subject to certain adjustments, and GHQ will issue to such Sellers 35.8 million shares of GHQ common stock. The shares of common stock issued to the Sellers will not be registered under the Securities Act, in reliance upon the exemptions from the registration requirements as provided in Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and the representations and warranties of the Sellers that they are “accredited investors” within the meaning of Regulation D.

GHQ has agreed in the transaction agreement that it will cause the funds in our trust account to be disbursed at the closing of the acquisition: (1) to pay the cash consideration to the Sellers; (2) pay the conversion price to any stockholders of GHQ who vote against the acquisition and properly exercise their conversion rights; (3) to pay deferred underwriting fees and commissions to the underwriters of our IPO; (4) to pay GHQ’s reasonable out-of-pocket documented third party fees and expenses that are incurred prior to the closing in connection with the transaction agreement and related transaction documents, to the extent not paid prior to the closing; and (5) prepay all or a portion of Iridium Holdings’ outstanding indebtedness. GHQ will then contribute the funds remaining in our trust account to Iridium Holdings, and Iridium Holdings will use such funds for working capital and general corporate matters.

Additionally, 90 days following the closing of the acquisition, if Iridium Holdings has in effect a valid election under Section 754 of the Code with respect to the taxable year in which the closing of the acquisition occurs, GHQ will make a tax benefit payment of up to $30 million in aggregate to the Sellers (other than the sellers of the equity of Baralonco and Syncom) to compensate for the tax basis step-up.

Conditions to the Closing of the Acquisition (see page 113 and Annex A)

The obligation of GHQ, Iridium Holdings and the Sellers to complete the acquisition and related transactions is subject to the requirement that specified conditions must be satisfied or waived by the parties, including the following:

GHQ stockholder approval of the acquisition, the issuance of GHQ common stock to the Sellers, the amendment of the GHQ certificate of incorporation and the adoption of a stock incentive plan have been obtained and less than 30% of GHQ stockholders have voted against the acquisition and elected to convert their shares of GHQ common stock into cash;

no law or injunction shall prohibit the consummation of the transactions contemplated by the transaction agreement;

the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the “HSR Act”) (early termination of the applicable waiting period was granted on October 10, 2008);

all FCC consents with respect to the transactions contemplated by the transaction agreement have been obtained; and

all actions by or in respect of filings with any other governmental authority required to permit the consummation of the transactions contemplated by the transaction agreement have been taken, made or obtained other than actions or filings the failure of which to take, make or obtain would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Iridium Holdings or GHQ.

The obligation of GHQ to complete the acquisition and related transactions is subject to the requirement that specified conditions must be satisfied or waived by GHQ, including the following:

Iridium Holdings’ and the Sellers’ representations and warranties must be true and correct in all respects (without giving effect to any limitations as to materiality or Company Material Adverse Effect contained therein) at and as of the closing of the acquisition (or, to the extent any such representation and warranty specifically states that it refers to an earlier date, and on as of such earlier date), except where the failures of such representations and warranties to be so true and correct, in the aggregate, would not reasonably be expected to have an Iridium Holdings’ Material Adverse Effect;

Iridium Holdings and the Sellers must have performed, in all material respects, their respective obligations to be performed at or prior to the closing of the acquisition;

each Seller which is receiving shares of GHQ common stock at the closing of the acquisition has executed and delivered the registration rights agreement;

the Sellers of Baralonco and Syncom which are receiving shares of GHQ common stock at the closing of the acquisition have executed and delivered pledge agreements;

the Sellers have effected the contribution of 100% of the issued and outstanding equity interests of Iridium Carrier Holdings LLC and Iridium Carrier Services LLC to Iridium Holdings;

GHQ has received a certification from Iridium Holdings certifying that 50% or more of the value of the gross assets of Iridium Holdings does not consist of U.S. real property interests, or that 90% or more of the value of the gross assets of Iridium Holdings does not consist of U.S. real property interests plus cash or cash equivalents;

GHQ has received a certification from Baralonco and Syncom that each of them is not, and has not been, a United States real property holding corporation as defined in the Code;

GHQ has received an affidavit by the custodians of the shares of Baralonco, substantially to the effect that in its capacity as custodian, each has actual knowledge of the ultimate beneficial owner of the shares who has been the ultimate beneficial owner of the shares of Baralonco from the date of Baralonco’s formation to the closing of the acquisition; and

Baralonco has delivered evidence to GHQ that it has repaid all of its outstanding debt and all other liabilities.

The obligation of Iridium Holdings and the Sellers to complete the acquisition and the related transactions is subject to the requirement that specified conditions must be satisfied or waived by Iridium Holdings and the Sellers, including the following:

GHQ’s representations and warranties must be true and correct in all respects (without giving effect to any limitations as to materiality or GHQ Material Adverse Effect contained therein) at and as of the closing of the acquisition (or, to the extent any such representation and warranty specifically states that it refers to an earlier date, on and as of such earlier date), except where the failures of such representations and warranties

to be so true and correct, in the aggregate, would not reasonably be expected to have a GHQ Material Adverse Effect;

GHQ must have performed, in all material respects, its obligations to be performed at or prior to the closing of the acquisition;

the current officers of GHQ have resigned and the current officers of Iridium Holdings have been duly appointed as officers of GHQ and the directors described above have been duly appointed as directors of GHQ;

GHQ has made appropriate arrangements to have the trust account disbursed to GHQ immediately prior to the closing of the acquisition;

GHQ and its affiliates have executed and delivered the registration rights agreement; and

GHQ has executed and delivered the pledge agreements.

Termination of Transaction Agreement (see page 115 and Annex A)

The transaction agreement may be terminated at any time prior to the closing of the acquisition in the following circumstances:

by mutual written consent of Iridium Holdings and GHQ;

by either Iridium Holdings or GHQ if the acquisition is not consummated by June 29, 2009 (if all required regulatory approvals have been obtained) or February 14, 2010 (if the only condition to closing still not fulfilled as of June 29, 2009 is the obtaining of all regulatory approvals) (the “End Date”);

by either Iridium Holdings or GHQ if any material law or final, non-appealable order prohibits the consummation of the transactions contemplated by the transaction agreement;

by either Iridium Holdings or GHQ if the stockholders of GHQ fail to approve at the GHQ special meeting or any adjournment thereof the adoption of the transaction agreement, the issuance of GHQ common stock to the Sellers, the amendment of GHQ’s certificate of incorporation and the adoption of the a stock incentive plan;

by GHQ if there has been a breach by Iridium Holdings or a Seller of any representation or warranty or failure to perform any covenant or obligation that would result in the failure of that party to satisfy a condition to the closing, and such condition is incapable of being satisfied by the End Date;

by Iridium Holdings if there has been a breach by GHQ of any representation or warranty or failure to perform any covenant or obligation that would result in the failure of GHQ to satisfy a condition to the closing, and such condition is incapable of being satisfied by the End Date; or

by Iridium Holdings if the special meeting has not been held within 90 days of this proxy statement being cleared by the SEC.

Summary of the Duff & Phelps Opinion (See page 77 and Annex F)

In connection with its consideration of the acquisition, GHQ’s board of directors engaged Duff & Phelps as an independent financial advisor and pursuant to its engagement letter dated August 12, 2008, on September 22, 2008, Duff & Phelps rendered its oral opinion (subsequently confirmed in writing as of September 22, 2008) to GHQ’s board of directors to the effect that, subject to the assumptions, qualifications and limitations set forth therein, as of September 22, 2008, (i) the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view, to the holders of GHQ’s common stock (other than Greenhill) and (ii) Iridium Holdings has a fair market

value equal to at least 80% of the balance in our trust account (excluding deferred underwriting discounts and commissions). The opinion was approved by Duff & Phelps’s internal opinion committee.

Duff & Phelps’s opinion was directed to GHQ’s board of directors and only addressed the fair market value of Iridium Holdings and the fairness, from a financial point of view, of the consideration to be paid by GHQ in the acquisition to GHQ stockholders (other than Greenhill), and does not address any other aspect or implication of the acquisition. The full text of Duff & Phelps’s written opinion is included as Annex F to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in preparing its opinion. We encourage you to carefully read the full text of Duff & Phelps’s written opinion. However, neither Duff & Phelps’s written opinion nor the summary of its related analysis is intended to be, and does not constitute advice or a recommendation to any stockholders as to how such stockholder should act or vote with respect to the acquisition.

The Second Amended and Restated Certificate of Incorporation of GHQ (See page 90 and Annex B)

Assuming the acquisition proposal is approved, GHQ’s stockholders are also being asked to approve the amendment and restatement of our certificate of incorporation, to be effective immediately prior to closing of the acquisition. The second amended and restated charter will, among other things:

change our name to “Iridium Communications Inc.,”

permit our continued existence after February 14, 2010,

increase the number of our authorized shares of common stock, and

eliminate the different classes of our board of directors;

We encourage you to read the second amended and restated certificate of incorporation of GHQ in its entirety.

The Issuance of Shares of Common Stock of GHQ (See page 92)

You are being asked to approve the issuance of up to 38,290,000 common shares as part of the consideration for the acquisition and related transactions. As of the date of this proxy statement, there are 48,500,000 shares of GHQ’s common stock outstanding, so this issuance would represent more than 20% of our outstanding shares, which requires a stockholder vote under the NYSE Alternext U.S. Company Guide.

The Stock Incentive Plan (See page 93 and Annex E)

The stock incentive plan proposal proposes to reserve 8.0 million shares of our common stock for issuance in accordance with awards under the plan. We are proposing the stock incentive plan, which would be effective upon closing of the acquisition, as a means of securing and retaining key employees and others of outstanding ability and to motivate such individuals to exert their best efforts on behalf of GHQ (or “Iridium Communications Inc.” following the closing of the acquisition) and its affiliates by providing incentives through the grant of options to acquire shares of our common stock and, if so determined by the compensation committee of our board of directors, other stock-based awards and performance incentive awards. GHQ believes that it will benefit from the added interest that these individuals will have in the welfare of GHQ as a result of their proprietary interest in GHQ’s success, see “Proposal IV—Adoption of the Stock Incentive Plan.” Additionally, the stock incentive plan is attached as Annex E to this proxy statement. We encourage you to read the stock incentive plan in its entirety.

GHQ’s Founding Stockholder Ownership

As of September 30, 2008, all of our directors, Scott L. Bok, Robert H. Niehaus, Parker W. Rush, Thomas C. Canfield and Kevin P. Clarke, and our founding stockholder own 200,000, 200,000, 43,479, 43,479, 43,479 and 8,369,563 units of GHQ, respectively. Messrs. Rush, Canfield and Clarke purchased their shares prior to our IPO.

Messrs. Bok and Niehaus purchased their units in the IPO. In addition to the units of GHQ owned prior to the IPO, our founding stockholder purchased, concurrently with the IPO, for $8.0 million warrants to purchase up to 8.0 million shares of GHQ common stock at $1.00 per share. At the closing of the acquisition, our founding stockholder has agreed to forfeit the following GHQ securities which it currently owns: (1) 1,441,176 shares of our common stock purchased as part of the unit purchase on November 31, 2007; (2) 8,369,563 warrants purchased as part of the unit purchase on November 13, 2007; and (3) 2.0 million warrants purchased in a private placement on February 21, 2008.

Consideration Offered to GHQ’s Stockholders

Existing GHQ stockholders will not receive any cash or property as a result of the acquisition, but instead will continue to hold their shares of GHQ common stock. Upon completion of the acquisition, our stockholders collectively are expected to own approximately 55% of the outstanding shares of common stock of GHQ, assuming that (i) no GHQ stockholders vote against the acquisition proposal and properly exercise their conversion rights, (ii) without regard to the results of the tender offer and (iii) no holders of GHQ warrants exercise their rights to acquire GHQ shares.

Conversion Rights (See page 123)

Voting against the acquisition proposal alone will not result in the conversion of the IPO shares into a pro rata share of the trust account. To convert IPO shares, the holder must also properly exercise his or her conversion rights by following the specific procedures for conversion set forth below and the acquisition must be completed.

We will not complete the acquisition and will not convert any IPO shares into cash if stockholders owning 30% or more of the IPO shares both vote against the acquisition proposal and properly exercise their conversion rights. It is anticipated that the funds to be distributed to each holder who properly elects to convert any IPO shares will be distributed promptly after completion of the acquisition.

Holders of IPO shares who convert their IPO shares into cash would still have the right to exercise any warrants that they continue to hold and do not sell.

Prior to exercising conversion rights, holders of IPO shares should verify the market price of the IPO shares as they may receive higher proceeds from the sale of the IPO shares in the public market than from exercising conversion rights if the market price per IPO share is higher than the conversion price.

To exercise conversion rights, a holder of IPO shares, whether being a record holder or holding the IPO shares in “street name,” must tender its IPO shares to our transfer agent, American Stock Transfer & Trust Company, and deliver written instructions to our transfer agent: (i) stating that the holder wishes to convert the IPO shares into a pro rata share of the trust account and (ii) confirming that the holder has held the IPO shares since the record date and will continue to hold them through the special meeting and the completion of the acquisition.

To tender IPO shares to our transfer agent, the holder must deliver its IPO shares either (i) at any time before the start of the special meeting (or any adjournment or postponement thereof), electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system or (ii) at any time before the day of the special meeting (or any adjournment or postponement thereof), physically by delivering a share certificate. Any holder who holds IPO shares in “street name” will have to coordinate with his or her bank or broker to arrange for the IPO shares to be delivered electronically or physically. Any holder who desires to physically tender to our transfer agent IPO shares that are held in “street name” must instruct the account executive at his or her bank or broker to withdraw the IPO shares from the holder’s account and request that a physical certificate be issued in such holder’s name. Our transfer agent will be available to assist with this process.

Tender Offer (See page 100)

GHQ intends to launch a cash self tender offer to purchase up to 11.4 million shares of its common stock at a price of $10.50 per share, reduced by a number of shares equal to the amount of cash distributed to stockholders who vote against the acquisition and elect conversion of their shares of GHQ common stock divided by the per share conversion price (“total number of the tender offer shares”). GHQ expects to commence the tender offer as soon as practicable and legally permissible, and to complete the tender offer approximately 20 business days after commencement and concurrent with the closing of the acquisition.

If, at the expiration date of the tender offer, more than the total number of the tender offer shares have been validly tendered, GHQ will purchase from each tendering stockholder a prorated number of shares of GHQ common stock. Proration for each stockholder tendering shares will be based on the product of (i) the number of shares of GHQ common stock that have been properly tendered and not properly withdrawn by a particular stockholder and (ii) (A) the total number of the tender offer shares, divided by (B) the total number of shares of GHQ common stock properly tendered and not properly withdrawn by all stockholders. GHQ’s management believes that the tender offer will enhance the likelihood of stockholder approval of the acquisition and stock issuance proposals because the tender offer will provide a meaningful liquidity opportunity for at least part of the GHQ shares held by those stockholders desiring liquidity for their shares.

Assuming the maximum number of shares (11.4 million) is tendered in the tender offer, the aggregate purchase price for the shares of GHQ common stock tendered in the tender offer will be approximately $120.0 million.

The purchase of shares tendered in the tender offer will be funded from cash of GHQ following the closing of the acquisition, which will include proceeds in the trust account.

The founding stockholder has agreed not to tender any shares of GHQ common stock to GHQ pursuant to the tender offer. In addition, each officer and director of GHQ has agreed not to tender any of their shares of GHQ common stock to GHQ pursuant to the tender offer.

Interests of Certain Persons in the Acquisition (See page 103)

No Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available under Delaware law for holders of GHQ common stock in connection with the proposals described in this proxy statement.

Regulatory Matters

U.S. Antitrust. Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), the acquisition may not be consummated unless GHQ and Iridium Holdings furnish certain information to the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the FTC and specified waiting period requirements have been satisfied. Pursuant to the requirements of the HSR Act, GHQ and Iridium Holdings each filed a Notification and Report Forms with respect to the acquisition with the Antitrust Division and the FTC. GHQ filed its notification on October 3, 2008 and Iridium Holdings filed its notification on October 6, 2008. Early termination of the waiting period applicable to the acquisition was granted by the FTC on October 10, 2008.

The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the acquisition. At any time before or after consummation of the acquisition, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the acquisition or seeking the divestiture of substantial assets of GHQ or Iridium Holdings. Private parties (including individual states) may also bring legal actions under the antitrust laws. We do not believe that the consummation of the acquisition will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the acquisition on antitrust grounds will not be made or, if this challenge is made, what the result will be. See “The Transaction Agreement—Conditions to the Closing” for certain conditions to the acquisition, including conditions with respect to litigation and certain governmental actions and “The Transaction Agreement—Termination” for certain termination rights pursuant to the transaction agreement in connection with legal prohibitions to completing the acquisition.

Foreign Competition Law Filings. Iridium Holdings and its subsidiaries own property and conduct business in a number of foreign countries. In connection with the acquisition, the laws of certain of these foreign countries may require the filing of information with, or the obtaining of the approval of, governmental authorities therein. The parties do not believe that any such filings or approvals are required by these laws, but intend to take such action as they may require.

FCC Licenses. Certain subsidiaries and affiliates of Iridium Holdings hold one or more licenses or authorizations (each an “FCC License” and collectively the “FCC Licenses”) issued by the FCC. Under the Communications Act of 1934, as amended, and the rules and regulations of the FCC, prior to completion of the acquisition, the FCC must approve the transfer of control of these subsidiaries and affiliates and their FCC Licenses to GHQ. Therefore, GHQ and each subsidiary or affiliate of Iridium Holdings that holds one or more FCC License must file an application with the FCC requesting such approval (each an “Application” and collectively the “Applications”). The FCC will review each Application to determine whether GHQ’s control of the pertinent subsidiary or affiliate and its FCC Licenses would comply with applicable law and whether it would be consistent with the public interest, convenience and necessity. GHQ and Iridium Holdings jointly filed the Applications with the FCC on October 21, 2008.

On November 26, 2008, the FCC issued a public notice (the “Public Notice”) announcing the filing of the Applications, summarizing the information contained therein, and inviting petitions to deny, oppositions and other comments by third parties with respect to the Applications. On December 29, 2008, Cornell University (“Cornell”) and International Communications Group, Inc. (“ICG”) filed comments with respect to the Applications. The commenters did not oppose the proposed transfer of control of Iridium Holdings but asked the FCC to adopt certain conditions in connection with its grant of the Applications. Also on December 29, 2008, Globalstar License LLC (“Globalstar License”) filed a petition to deny the Applications.

On January 12, 2009, GHQ and Iridium Holdings jointly filed a consolidated opposition and response with respect to the comments of Cornell and ICG and the petition to deny of Globalstar License. The opposition and response asserted that the comments and petition to deny provide no basis for the FCC to deny, condition its approval or delay its consideration of the Applications. On January 21, 2009, Globalstar License filed a reply to the opposition and response. Pursuant to the Public Notice, the pleading cycle ended on January 12, 2009. Parties may, however, continue to make ex parte submissions to the FCC until the FCC acts on the Applications.

The FCC has developed an informal timetable for acting upon transfer of control applications. Pursuant to this informal timetable, it will endeavor to take action on any such application (i.e., grant, deny, or designate the application for hearing) within 180 days from the initial public notice accepting the application for filing (i.e., by May 25, 2009). The FCC reserves the right to stop the 180-day “clock” at its discretion. We cannot assure you that the FCC will act on the Applications in a timely manner or that the FCC will not deny the Applications or impose conditions on the parties in connection with granting its approval.

manufacturer or exporter of satellite-related items that are controlled under the International Traffic in Arms Regulations (“ITAR”). In connection with the acquisition, appropriate notice and other filings will be required to be made with the Departments of State and Defense. On December 23, 2008, the Department of Justice, the Federal Bureau of Investigation, and the Department of Homeland Security (the “Executive Agencies”) asked the FCC to defer action on the Applications until such time that any national security, law enforcement, or public safety concerns raised by the proposed transaction have been addressed. Such a request is routine in transactions involving satellite carriers or other providers of telecommunications services. In order to address any such concerns, GHQ may be required to enter into a national security agreement with the Executive Agencies, compliance with which will be a condition of FCC grant of the FCC Applications.

Foreign Licenses and Authorizations. Iridium Holdings, either directly or indirectly through certain of its subsidiaries and affiliates, provides communications services to subscribers in foreign countries in all regions of the world. In many of these countries, Iridium Holdings, its subsidiaries and/or affiliates have received government licenses or other authorizations to provide such services. In certain of these countries, completion of the acquisition may require either government approval or notification of the change in control over the pertinent licenses or authorizations. No assurance can be given that, if any such approvals are required, they will be obtained.

General. It is possible that governmental authorities having jurisdiction over GHQ and Iridium Holdings may seek regulatory concessions as conditions for granting approval of the acquisition. A regulatory body’s approval may contain terms or impose conditions or restrictions relating or applying to, or requiring changes in or limitations on, the operation or ownership of any asset or business of GHQ, Iridium Holdings or any of their subsidiaries, or GHQ’s ownership of Iridium Holdings, or requiring asset divestitures, which conditional approval could reasonably be expected to result in a substantial detriment to GHQ, Iridium Holdings and their subsidiaries, taken as a whole, after the closing of the acquisition. If this kind of approval occurs, in certain circumstances, GHQ can decline to close under the transaction agreement. We can give no assurance that the required regulatory approvals will be obtained on terms that satisfy the conditions to closing of the acquisition or are within the time frame contemplated by GHQ and Iridium Holdings. See “The Transaction Agreement—Conditions to the Closing” on page 113.

Risk Factors (See page 40)

In evaluating each of the proposals set forth in this proxy statement, you should carefully read this proxy statement and consider the factors discussed in the section entitled “Risk Factors.”

SELECTED HISTORICAL FINANCIAL DATA OF GHQ

The following selected historical financial data as of December 31, 2007 and September 30, 2008 (unaudited) and for the period from November 2, 2007 (inception) to December 31, 2007, from November 2, 2007 to September 30, 2008 (unaudited), and the nine months ended September 30, 2008 (unaudited) was derived from the financial statements of GHQ. GHQ is a development stage enterprise. Interim results are not necessarily indicative of results for the full year. The selected financial data below should be read in conjunction with GHQ’s financial statements and related notes beginning on page F-2 and “GHQ - Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this proxy statement.

Statement of Operations Data:	November 2, 2007 (inception) to December 31, 2007			November 2, 2007 (inception) to September 30, 2008 (unaudited)			Nine Months Ended September 30, 2008 (unaudited)
Other income (interest)		---------		$	4,936,297		$	4,936,297
Loss from operations		(3,812	)		(304,007	)		(300,195	)
Income before income taxes		(3,812	)		4,632,290			4,636,102
Provision for income taxes		---------			(2,087,763	)		(2,087,763	)
Net income (loss)		(3,812	)		2,544,527			2,548,339
Net income per share (basic and diluted)		0.00			---------			0.06
Weighted average shares outstanding (basic and diluted)		---------			---------			41,511,588

Balance Sheet Data:				December 31, 2007			September 30, 2008 (unaudited)
Working capital (excludes cash held in trust account)				$	(294,434	)	$	(12,752,266	)
Total assets					500,000			404,438,928
Total liabilities					478,812			13,288,776
Common stock, subject to possible conversion (11,999,999 shares at conversion value)					---------			119,999,999
Stockholders’ equity					21,188			271,150,153

SELECTED HISTORICAL FINANCIAL DATA OF IRIDIUM HOLDINGS

The following selected historical financial data for each of the five years in the period ended December 31, 2007 was derived from Iridium Holdings’ audited financial statements and the financial information for the nine months ended September 30, 2007 and 2008 was derived from Iridium Holdings’ unaudited interim financial statements included elsewhere in this proxy statement. Iridium Holdings’ unaudited interim financial statements reflect all adjustments necessary to state fairly its financial position at September 30, 2007 and 2008 and its income and cash flows for the nine months ended September 30, 2007 and 2008. The information for the years ended December 31, 2003 and 2004 was derived from Iridium Holdings’ audited financial statements not included in this proxy statement. Interim results are not necessarily indicative of results for the full year and historical results are not necessarily indicative of results to be expected in any future period. The selected financial data below should be read in conjunction with Iridium Holdings’ financial statements and related notes beginning on page F-25 and “Iridium Holdings—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this proxy statement.

	Years Ended December 31															Nine Months Ended September 30
Statement of Operations Data:	2003			2004			2005			2006			2007			2007			2008
Revenue:
Government Services		39,112			45,069			48,347			50,807			57,850			41,853			48,826
Commercial Services		42,527			49,611			60,690			77,661			101,172			73,207			97,542
Subscriber Equipment		17,046			26,811			78,663			83,944			101,879			78,548			97,824
Operating expenses:
Cost of subscriber equipment sales		18,481			26,463			62,802			60,068			62,439			48,347			55,261
Network and satellite operations and maintenance(a)		50,008			50,248			56,909			60,685			60,188			44,223			47,451
Selling, general and administrative(a)		30,210			32,487			30,135			33,468			46,350			32,829			42,966
Research and development(b)		19,448			9,044			4,334			4,419			17,370			11,241			23,500
Depreciation and amortization		6,695			7,132			7,722			8,541			11,380			7,598			8,959
Satellite system development refund(b)		-			-			(14,000	)		-			-			-			-
Total operating expenses		124,842			125,374			147,902			167,181			197,727			144,238			178,137
Operating Profit (Loss)		(26,157	)		(3,883	)		39,798			45,231			63,174			49,370			66,055
Other (expense) income:
Interest expense		(8,361	)		(9,122	)		(5,106	)		(15,179	)		(21,771	)		(16,520	)		(14,325	)
Interest expense recovered		-			-			2,526			-			-			-			-
Interest and other income		104			483			2,377			1,762			2,370			1,745			605
Total other (expense) income, net		(8,257	)		(8,639	)		(203	)		(13,417	)		(19,401	)		(14,775	)		(13,720	)
Net (Loss) income		(34,414	)		(12,522	)		39,595			31,814			43,773			34,595			52,335

Balance Sheet Data:	12/31/03			12/31/04			12/31/05			12/31/06			12/31/07			9/30/07			9/30/08
Total current assets		54,927			59,921			65,385			84,035			80,342			86,021			132,312
Total assets		153,737			150,514			129,397			161,525			167,581			164,762			219,749
Total long term obligations(c)		(110,673	)		(119,781	)		(53,848	)		(208,225	)		(178,324	)		(186,782	)		(152,746	)
Total members’ deficit		(77,484	)		(90,008	)		(57,262	)		(121,189	)		(78,447	)		(86,386	)		(27,178	)

	Years Ended December 31															Nine Months Ended September 30
Statement of Operations Data:	2003			2004			2005			2006			2007			2007			2008
Other Data:
Cash provided by (used in):
Operating activities		6,465			10,107			30,742			41,071			36,560			29,889			61,575
Investing activities		(293	)		(1,608	)		(9,661	)		(11,039	)		(19,787	)		(13,066	)		(9,216	)
Financing activities		(6,982	)		(5,542	)		(18,887	)		(8,032	)		(26,526	)		(22,526	)		(9,882	)
EBITDA(d)		(19,413	)		3,554			49,595			54,243			74,732			57,102			74,603
Certain other items included in EBITDA(e)		-			-			-			-			1,777			675			8,641

(a) Iridium Holdings’ selected historical financial data for the years ended December 31, 2003 and December 31, 2004 do not include a reclassification of operating expenses between “network and satellite operations and maintenance” and “selling, general and administrative.” Therefore, Iridium Holdings’ selected historical financial data for the operating expenses described above for the years ended December 31, 2003 and December 31, 2004 is not directly comparable to the selected historical financial data for subsequent periods.

(b) Iridium Holdings’ research and development for the year ended December 31, 2003 includes $14.0 million of expenses that were subsequently included in the “satellite system development refund” offsetting the operating expenses for the year ended December 31, 2005.

(c) Long-term obligations are presented net of an unamortized discount associated with a commitment fee to Motorola in connection with the transition services, products and assets agreement. The balance of the unamortized discount was $3.4 million at December 31, 2003, $3.0 million at December 31, 2004, $2.7 million at December 31, 2005, $2.3 million at December 31, 2006 and $1.8 million at December 31, 2007. As of September 30, 2007 and September 30, 2008 the balance of the unamortized discount was $1.9 million and $1.4 million, respectively.

(d) “EBITDA” represents net income before interest expense, interest income, income tax provision and depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined in accordance with United States generally accepted accounting principles (“GAAP”) and Iridium Holdings’ calculations thereof may not be comparable to similarly entitled measures reported by other companies. Iridium Holdings presents EBITDA because it believes it is a useful indicator of its profitability. Iridium Holdings’ management uses EBITDA principally as a measure of its operating performance and believes that EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of companies in industries similar to its own. Iridium Holdings also believes EBITDA is useful to its management and investors as a measure of comparative operating performance between time periods and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance. Iridium Holdings’ management also uses EBITDA for planning purposes, including the preparation of its annual operating budget and financial projections.

EBITDA does not represent and should not be considered as an alternative to results of operations under GAAP and has significant limitations as an analytical tool. Although Iridium Holdings uses EBITDA as a measure to assess the performance of its business, the use of EBITDA is limited because it excludes certain material costs. For example, it does not include interest expense, which is a necessary element of its costs and ability to generate revenue, because Iridium Holdings has borrowed money in order to finance its operations. Because Iridium Holdings uses capital assets, depreciation expense is a necessary element of its costs and ability to generate revenue. In addition, the omission of the amortization expense associated with its intangible assets further limits the usefulness of this measure. Because EBITDA does not account for these expenses, its utility as a measure of Iridium Holdings’ operating performance has material limitations. As a limited liability company that is treated as a partnership for federal income tax purposes, Iridium Holdings is generally not subject to federal income tax directly and therefore no adjustment is required for income taxes. Because of these limitations Iridium Holdings’ management does not

view EBITDA in isolation or as a primary performance measure and also uses other measures, such as net income, revenue and operating profit, to measure operating performance. Iridium Holdings’ calculations of EBITDA may also differ from the calculation of EBITDA by its competitors and other companies and as such, its utility as a comparative measure is limited.

The following is a reconciliation of EBITDA to net income:

	Years Ended December 31															Nine Months Ended September 30
	2003			2004			2005			2006			2007			2007			2008
Net (Loss) income		(34,414	)		(12,522	)		39,595			31,814			43,773			34,595			52,335
Interest expense		8,361			9,122			5,106			15,179			21,771			16,520			14,325
Interest expense recovered		-			-			(2,526	)		-			-			-			-
Interest income		(55	)		(178	)		(302	)		(1,291	)		(2,192	)		(1,611	)		(1,016	)
Depreciation and amortization		6,695			7,132			7,722			8,541			11,380			7,598			8,959
EBITDA		(19,413	)		3,554			49,595			54,243			74,732			57,102			74,603

(e) The following table shows the following items, which are included in EBITDA: non-recurring expenses relating to Iridium Holdings’ proposed transaction with GHQ and expenses incurred in the development of Iridium Holdings’ second generation constellation, Iridium NEXT. This table does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined in accordance with GAAP and Iridium Holdings’ calculations thereof may not be comparable to similarly entitled measures reported by other companies. Iridium Holdings believes this table, when reviewed in connection with its presentation of EBITDA provides another useful tool to investors and its management for measuring comparative operating performance between time periods and among companies as it is further reflective of cost controls and other factors that affect operating performance. In addition to EBITDA, Iridium Holdings’ management assesses the adjustments presented in this table when preparing its annual operating budget and financial projections. Because of the significant expenses resulting from the abovementioned transaction and Iridium NEXT, Iridium Holdings believes that the presentation of the adjustments relating to acquisition and Iridium NEXT expenses enables its management and investors to assess the impact of such expenses on its operating performance and provides a consistent measure of its operating performance for periods subsequent to the transaction and the full deployment of Iridium NEXT.

This table is not intended to comply with GAAP and has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of Iridium Holdings’ results of operations under GAAP. Although Iridium Holdings uses this table as a financial measure to assess the performance of its business, the use of this table is limited because, in addition to the costs excluded in its presentation of EBITDA, it excludes certain material costs that Iridium Holdings has incurred over the periods presented. Because this table does not account for these expenses, its utility as a measure of Iridium Holdings’ operating performance has material limitations.

EBITDA, as defined above, was decreased by the following non-recurring and certain other items, each of which is further discussed below:

	Years Ended December 31										Nine Months Ended September 30
	2003		2004		2005		2006		2007		2007		2008
Non-recurring transaction expenses (1)		-		-		-		-		-		-		2,376
Iridium NEXT expenses (2)		-		-		-		-		1,777		675		6,265
Total										1,777		675		8,641

(1) Consists of non-recurring expenses relating to Iridium Holdings’ financing activities, including the proposed transaction with GHQ.

(2) Consists of expenses, net of customer revenues, incurred in connection with the design, manufacture and deployment of Iridium NEXT, including certain milestone payments paid to the two companies vying to serve as the prime system contractor. Iridium Holdings expects to incur such expenses through 2016 until the deployment of the new constellation, with the majority of these expenses incurred during the capital intensive launch phase between 2014 and 2016.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed combined balance sheet as of September 30, 2008 and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2008 and for the fiscal year ended December 31, 2007 are based on the historical financial statements of GHQ and Iridium Holdings after giving effect to the acquisition in which GHQ will acquire Iridium Holdings. The acquisition is expected to close in 2009. Consequently, the acquisition will be accounted for using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Statement No. 141R, “Business Combinations” (“SFAS 141R”) as SFAS 141R is effective for fiscal years beginning after December 15, 2008.

The unaudited pro forma condensed combined statements of operations for the nine month period ended September 30, 2008 and for the year ended December 31, 2007 gives effect to the acquisition as if it had occurred on January 1, 2007. The unaudited pro forma condensed combined balance sheet as of September 30, 2008 assumes that the acquisition took place on September 30, 2008.

The unaudited condensed balance sheet and statement of operations as of and for the nine months ended September 30, 2008 were derived from GHQ’s unaudited condensed financial statements and Iridium Holdings’ unaudited financial statements as of and for the nine months ended September 30, 2008.

The unaudited condensed statement of operations for the year ended December 31, 2007 were derived from GHQ’s audited statements of income and Iridium Holdings’ audited statements of income for the year ended December 31, 2007. GHQ’s statement of operations as of December 31, 2007 includes two months of activity as GHQ was incorporated on November 2, 2007.

GHQ will consummate the acquisition only if (i) holders of a majority of the IPO shares voting in person or by proxy approve the acquisition and (ii) stockholders holding no more than 30% of the IPO shares less one share exercise their conversion rights. The unaudited pro forma condensed combined financial statements have been prepared using the assumptions below with respect to the number of outstanding shares of GHQ common stock:

• Assuming Minimum Conversion: This presentation assumes that no GHQ stockholders seek to convert their IPO shares into a pro rata portion of the trust account;

• Assuming Maximum Conversion: This presentation assumes that 30% of the GHQ stockholders less one IPO share (11,999,999 shares) vote against the acquisition and elect to exercise their conversion rights.

The pro forma condensed combined financial statements reflect management’s best estimate of the fair value of the tangible and intangible assets acquired and liabilities assumed based on a preliminary valuation study performed by an independent third party valuation firm based on information available to GHQ as of the date of this report. As final valuations are performed, increases or decreases in the fair value of assets acquired and liabilities assumed will result in adjustments, which may be material, to the balance sheet and/or statement of operations.

As required, the unaudited pro forma condensed, combined financial data include adjustments which give effect to the events that are directly attributable to the acquisition, expected to have a continuing impact and are factually supportable. Hence any planned adjustments affecting the balance sheet, statement of operations or changes in common stock outstanding subsequent to the assumed closing of the acquisition are not included.

The unaudited pro forma condensed financial statements are provided for informational purposes only and are subject to a number of uncertainties and assumptions and do not purport to represent what the companies’ actual performance or financial position would have been had the acquisition occurred on the dates indicated and does not

purport to indicate the financial position or results of operations as of any future date or for any future period. Please refer to the following information in conjunction with the accompanying notes to these pro forma financial statements and the historical financial statements and the accompanying notes thereto and the sections entitled “GHQ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Iridium Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement.

GHL Acquisition Corp.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2008

	Historical
	GHQ		Iridium			Pro Forma Adjustments (assuming minimum conversion)				Combined Pro Forma (assuming minimum conversion)		Additional Pro Forma Adjustments (assuming maximum conversion)				Combined Pro Forma (assuming maximum conversion)
	(In thousands)
Assets
Current assets:
Cash and cash equivalents		490		64,582			(106,663	)	A		233,978		(120,000	)	P		119,041
							402,270		B				5,063		C
							(16,351	)	C
							(102,000	)	D
							(8,350	)	E
Restricted cash		-		3,020							3,020						3,020
Accounts receivable		-		44,931							44,931						44,931
Inventory		-		16,144			5,856		F		22,000						22,000
Prepaid expenses and other current assets		47		3,635			-				3,682						3,682
Total current assets		537		132,312			174,762				307,611		(114,937	)			192,674

Property and equipment, net		-		61,827			369,025		G		430,852						430,852
Restricted cash, net of current portion		-		15,400							15,400						15,400
Deferred financing costs and other assets		-		10,210			(3,901	)	D		6,309						6,309
Investments held in trust at broker		402,270		-			(402,270	)	B		-						-
Deferred tax asset		135		-			6,100		H		6,235						6,235
Deferred acquisition costs		1,497		-			(1,497	)	E		-						-
Intangible assets		-		-			59,881		I		59,881						59,881
Goodwill		-		-			71,079		J		71,079						71,079
Total assets		404,439		219,749			273,179				897,367		(114,937	)			782,430

Liabilities
Current liabilities:
Accounts payable		10		6,667			-				6,677						6,677
Accrued expenses and other current liabilities		1,535		30,026			-				31,561						31,561
Credit facility, current portion		-		32,639			(3,512	)	D		8,727						8,727
							(20,400	)	D
Deferred revenue, current portion		-		24,849			(14,449	)	K		10,400						10,400
Income tax payable		456		-							456						456
Deferred underwriter commissions		11,288		-			(11,288	)	C		-						-
Total current liabilities		13,289		94,181			(49,649	)			57,821		-				57,821

Accrued satellite operations and maintenance expense, net of current portion		-		10,516			-				10,516						10,516
Motorola payable		-		10,575			(175	)	L		10,400						10,400
Credit facility		-		127,521			(14,048	)	D		31,873						31,873
							(81,600	)	D
Other long-term liability		-		4,134			-				4,134						4,134
Income tax reserve		-		-			678				678						678
Deferred tax liability		-		-			74,068		H		74,069						74,068
Total liabilities		13,289		246,927			(70,726	)			189,490		-				189,490

Common stock subject to possible conversion		120,000		-			(120,000	)	M		-						-

Stockholders' equity
Common stock		36		-			36		N		84		(12	)	P		72
							12		M
Additional paid-in capital		268,569		4,049			329,287		N		704,934		(119,988	)	P		588,009
							(4,049	)	O				5,063		C
							(1,497	)	E
							114,925		C,M
							(8,350	)	E
Retained earnings/(accumulated deficit)		2,545		(28,982	)		28,982		O		2,545						2,545
Accumulated other comprehensive income (loss)		-		(2,245	)		2,245		O		-						-
Total parent stockholders' equity		271,150		(27,178	)		461,591				705,563		(114,937	)			590,626
Noncontrolling interest							2,314		V		2,314						2,314
Total stockholders' equity		271,150		(27,178	)		463,905				707,877		(114,937	)			592,940
Total liabilities and stockholders' equity		404,439		219,749			273,179				897,367		(114,937	)			782,430

See accompanying notes to the unaudited pro forma condensed combined financial statements.

GHL Acquisition Corp.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2008

	Historical
	GHQ			Iridium			Pro Forma Adjustments (assuming minimum conversion)				Combined Pro Forma (assuming minimum conversion)				Additional Pro Forma Adjustments (assuming maximum conversion)				Combined Pro Forma (assuming maximum conversion)
	(In thousands, except per share amounts)

Revenue:
Service		-			146,368			-				146,368								146,368
Subscriber equipment		-			97,824			-				97,824								97,824
Total revenue		-			244,192			-				244,192				-				244,192

Operating expenses:
Cost of subscriber equipment sales		-			55,261			-				55,261								55,261
Network operations and maintenance		-			47,451			-				47,451								47,451
Selling, general, and administrative		300			42,966			(2,376	)	E		40,890								40,890
Depreciation and amortization		-			8,959			55,669		G		73,611								73,611
								8,983		I
Research and development		-			23,500			-				23,500								23,500
Total operating expenses		300			178,137			62,276				240,713				-				240,713

Operating profit (loss)		(300	)		66,055			(62,276	)			3,479				-				3,479

Other (expense) income:
Interest expense		-			(14,325	)		3,751		D		(10,574	)							(10,574	)
Interest and other income		4,936			605			(4,936	)	Q		1,743								1,183
		-			-			1,138		R		-				(560	)	R		-
Total other (expense) income, net		4,936			(13,720	)		(47	)			(8,831	)			(560	)			(9,391	)
Income (loss) before provision for income taxes		4,636			52,335			(62,323	)			(5,352	)			(560	)			(5,912	)
Provision (benefit) for income taxes		2,088			-			(4,618	)	S		(2,530	)			(224	)	T		(2,754	)
Net income (loss)	$	2,548		$	52,335		$	(57,705	)		$	(2,822	)		$	(336	)		$	(3,158	)
Net income (loss) attributable to noncontrolling interest												-		V						-		V
Net income (loss) attributable to controlling interest											$	(2,822	)						$	(3,158	)

Weighted average shares outstanding - basic		41,512										83,059		U						71,059		U
Weighted average shares outstanding - diluted		53,074										83,059		U						71,059		U
Earnings (loss) per share - basic	$	0.06									$	(0.03	)						$	(0.04	)
Earnings (loss) per share - diluted	$	0.05									$	(0.03	)						$	(0.04	)

See accompanying notes to the unaudited pro forma condensed combined financial statements.

GHL Acquisition Corp.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Twelve Months Ended December 31, 2007

	Historical
	GHQ			Iridium			Pro Forma Adjustments (assuming minimum conversion)				Combined Pro Forma (assuming minimum conversion)				Additional Pro Forma Adjustments (assuming maximum conversion)				Combined Pro Forma (assuming maximum conversion)
(In thousands, except per share amounts)

Revenue:
Service	$	-		$	159,022		$	-			$	159,022							$	159,022
Subscriber equipment		-			101,879			-				101,879								101,879
Total revenue		-			260,901			-				260,901				-				260,901

Operating expenses:
Cost of subscriber equipment sales		-			62,439			-				62,439								62,439
Network operations and maintenance		-			60,188			-				60,188								60,188
Selling, general, and administrative		1			46,350			-				46,351								46,351
Depreciation and amortization		-			11,380			74,790		G		98,146								98,146
								11,976		I
Research and development		-			17,370			-				17,370								17,370
Total operating expenses		1			197,727			86,766				284,494				-				284,494
																				-
Operating profit (loss)		(1	)		63,174			(86,766	)			(23,593	)			-				(23,593	)

Other (expense) income:
Interest expense		(3	)		(21,771	)		8,754		D		(13,020	)							(13,020	)
Interest and other income		-			2,370			1,518		R		3,888				(747	)	R		3,141
Total other (expense) income, net		(3	)		(19,401	)		10,272				(9,132	)			(747	)			(9,879	)
Income (loss) before provision for income taxes		(4	)		43,773			(76,494	)			(32,725	)			(747	)			(33,472	)
Provision (benefit) for income taxes		-			-			(13,344	)	S		(13,344	)			(299	)	T		(13,643	)
Net income (loss)	$	(4	)	$	43,773		$	(63,150	)		$	(19,381	)		$	(448	)		$	(19,829	)
Net income (loss) attributable to noncontrolling interest												-		V					$	-		V
Net income (loss) attributable to controlling interest											$	(19,381	)		$	448	)		$	(19,829	)

Weighted average shares outstanding - basic		11,500										83,059		U						71,059		U
Weighted average shares outstanding - diluted		11,500										83,059		U						71,059		U
Earnings (loss) per share - basic	$	(0.00	)								$	(0.23	)						$	(0.28	)
Earnings (loss) per share - diluted	$	(0.00	)								$	(0.23	)						$	(0.28	)

1) Includes 2 months of activity as GHQ was incorporated on November 2, 2007
See accompanying notes to the unaudited pro forma condensed combined financial statements.

Notes to Unaudited Condensed Combined Pro Forma Financial Statements

1. Description of the Acquisition and Basis of Presentation

The Acquisition

On September 22, 2008, GHQ entered into a Transaction Agreement with Iridium Holdings and its members whereby GHQ agreed to purchase 99.5% of Iridium Holdings member units (Class A and Class B) for 35.8 million shares of GHQ common stock, $76.7 million in cash, subject to certain adjustments, and, within 90 days of the closing of the acquisition, a tax benefit payment of $30.0 million in cash to sellers (other than the sellers of the equity of Baralonco and Syncom), if Iridium Holdings has in effect a valid IRC Section 754 election with respect to the taxable year in which the closing occurs. Upon the closing of the acquisition, Iridium Holdings will become a subsidiary of GHQ and GHQ will be renamed “Iridium Communications Inc.” In connection with the terms of the acquisition, all outstanding equity awards of Iridium Holdings will immediately vest upon the closing of the acquisition. The estimated reduction to Iridium Holdings’ equity at the close of acquisition related to the accelerated vesting is approximately $3.8 million. Following the closing of the acquisition, GHQ will record a compensation charge in the amount $1.3 million and a capital contribution related to the transfer at cost of founding stockholder’s units to certain of GHQ’s directors. The impact of the acceleration of Iridium Holdings’ equity incentive award and GHQ’s compensation charge and related capital contribution are not reflected in the pro forma condensed combined financial statements.

In addition, Greenhill Europe entered into an agreement with Iridium Holdings to purchase a convertible note for $22.9 million in cash on September 22, 2008. The purchase of the note occurred on October 24, 2008. Greenhill Europe has the option to convert the note into Class A units of Iridium Holdings upon the later of (i) October 24, 2009 and (ii) the earlier of closing of the acquisition pursuant to the transaction agreement or the termination of the transaction agreement. The note matures in seven years and bears interest at 5% per annum, compounded quarterly, beginning on April 24, 2009. The pro forma condensed combined financial statements do not reflect the impact of the note as the issuance of the note occurred subsequent to September 30, 2008 and the issuance of this note is not expected to materially change the capitalization of GHQ following the acquisition.

In conjunction with the purchase of the note, Iridium Holdings executed amendments to the first and second lien credit facilities, (the “Credit Amendments”) which were completed in October 2008. Following the execution of the Credit Amendments, a net distribution of $36.3 million was made to current Iridium Holdings unit holders. Iridium Holdings also prepaid $22.0 million of the outstanding balance on the first lien term loan at the signing of the Credit Amendments. Pursuant to the Credit Amendments, at the closing of the acquisition, Iridium Holdings is required to prepay $80.0 million of the outstanding balance on the first lien term loan.

Basis of Presentation

The unaudited pro forma condensed combined financial statements have been prepared based on GHQ’s, Iridium Holdings’ historical financial information. Certain disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by SEC rules and regulations.

These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the acquisition actually taken place at the dates indicated and do not purport to be indicative of future position or operating results.

2. Acquisition Method

The pro forma condensed combined financial statements reflect the accounting for the transaction in accordance with SFAS 141R. Under the acquisition method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill.

The fair value of GHQ’s shares of common stock issued was calculated using GHQ’s closing stock price of $9.20 at January 12, 2009. Trading volatility since GHQ has been publicly traded is approximately + / - 5% from the $9.20

price utilized. The consequence of a change in stock price in this range would adjust the fair value of GHQ’s common stock issued as a result of the transaction by + / - $16.5 million with the offsetting amount being recorded to goodwill.

The following represents the purchase price of the Transaction (in millions):

Value of 35.8 million GHQ shares issued	$	329.3
Cash consideration	$	106.7
Purchase price	$	436.0

The following represents the allocation of the purchase price (in millions):

Asset acquired and liabilities assumed
Assets:
Property and equipment	430.9
Curent assets	138.1
Goodwill	71.0
Identifiable intangible assets	59.9
Other assets	27.8
Total Assets	727.7
Liabilities
Senior term loan facility	(142.6	)
Deferred tax liability	(74.0	)
Other liabilities	(72.8	)
Total Liabilities	(289.4	)
Noncontrolling interest	(2.3	)

3. Pro Forma Adjustments and Assumptions

A)	Represents the cash component of the purchase price of $106.7 million consisting of $76.7 million cash payment and $30.0 million of tax benefit payments.

Reflects the release of $402.3 million of GHQ investments held in trust that will be available for the operating activities of the combined company and distributions related to the acquisition. Possible uses for the remaining cash may include pay down of amounts due under the credit facility and capital expenditures for the development and expansion of its operations.

Reflects the payment of deferred underwriting fees of $16.4 million deposited in a trust account which becomes due and payable upon the consummation of the acquisition. The deferred underwriting commission paid will be less a pro-rata reduction resulting from the exercise of any stockholder conversion rights. Accordingly, GHQ’s liability for deferred underwriting commissions excludes $5.1 million which is included in the liability for common stock subject to possible conversion. Consequently, assuming maximum conversion, GHQ will be obligated to pay $11.3 million in underwriting commissions.

Reflects the fair value adjustment to the credit facility of $3.5 million and $14.0 million (current and non-current portion, respectively). The fair value of the credit facilities was derived by multiplying the face amount by the median of independent market data for debt trading on September 30, 2008. Also reflects the write-off of $3.9 million of deferred financing costs, and the $22.0 million prepayment of the outstanding balance on the first lien term loan at the signing of the Credit Amendments and the required prepayment of $80.0 million of the outstanding balance on the first lien term loan in connection with the closing of the acquisition. The reduction in interest expense related to the pay down of the credit facility is $3.8 million and $8.8 million for the nine months ended September 30, 2008 and the twelve months ended December 31, 2007, respectively.

Reflects the payment of $8.4 million related to transaction costs payable upon the close of the acquisition and the reversal of GHQ’s capitalized transaction costs of $1.5 million as of September 30, 2008 and Iridium Holdings’ transaction costs of approximately $2.4 million incurred during the nine months ended September 30, 2008 in accordance with SFAS 141R. If and when the GHQ warrants are exercised, Iridium Holdings will be required to pay up to $2.0 million of additional fees to its financial advisors.

Reflects the pro forma impact of the preliminary fair value adjustment to inventory acquired of $5.9 million.

G)	Reflects the pro forma impact of the acquired property and equipment of Iridium Holdings.

The preliminary fair value adjustment and related depreciation is as follows (in millions):

			Additional depreciation expense
Historical amounts	Fair value	Fair value adjustment	For the nine months ended September 30, 2008	For the twelve months ended December 31, 2007	Remaining useful lives
$61.8	$430.8	$369.0	$55.7	$74.8	5

Reflects the pro forma adjustment to deferred taxes which represents the estimated impact of the pro forma adjustments at a statutory tax rate of approximately 40%. A deferred tax liability of $74.0 million has been recorded based on the preliminary adjustment of $185.1 million (the excess of the preliminary book step up of $432.0 million and the preliminary tax step up of $246.9 million). The book step up adjustment is determined based on the excess of the purchase value of the assets ($651.8 million) over the book value of the assets ($219.7 million). The tax step up of the assets is based upon IRC Section 743 and the tax gain that non-blocker selling members will recognize in the transaction. The book and tax step ups increase the basis of the assets. Under FAS 109 and FAS 141R, the difference between the book basis of the assets and the tax basis of the assets is treated as a deferred tax item. A deferred tax asset of $6.1 million has been recorded based on the Iridium Holdings book-tax differences existing on the balance sheet date. An income tax reserve of $0.7 million has been recorded.

Reflects the pro forma impact of the identified intangible assets of Iridium Holdings which have been allocated to trade names, customer relationships, spectrum / license agreements, internally developed, internal use software and developed technology assuming remaining useful lives of five years.

The preliminary fair value adjustment and related amortization is as follows (in millions):

				Amortization expense
	Historical amounts	Fair value	Fair value adjustment	For the nine months ended September 30, 2008	For the twelve months ended December 31, 2007	Estimated useful lives
Customer relationships	$0.0	$43.6	$43.6	$6.6	$8.8	5
Core / developed technology	$0.0	$5.9	$5.9	$0.9	$1.2	5
Spectrum / license agreements	$0.0	$5.6	$5.6	$0.8	$1.1	5
Trade names and trade marks	$0.0	$4.6	$4.6	$0.7	$0.9	5
Internally developed, Internal Use Software	$0.0	$0.2	$0.2	-	-	5
Total	$0.0	$59.9	$59.9	$9.0	$12.0

J) Reflects the pro forma adjustment to goodwill of $71.0 million.

Reflects the preliminary fair value adjustment to deferred revenues of $(14.5) million. The deferred revenue liability reflects fair value assumptions based on total costs to satisfy the legal performance obligation assumed by GHQ. The fair value is calculated as the present value of direct and indirect costs required to service the obligation. It also includes an estimated, normal profit margin of 18% based on the perspective of a market participant. A risk-free rate of 4.5% was used to discount the aforementioned figures to present value given the fact that the obligation will be serviced over time (generally a one year period).

Reflects the preliminary fair value adjustment to the Motorola Inc. (“Motorola”) payable acquired of $(0.2) million.

Reflects the reclassification of common stock subject to redemption to permanent equity. This amount, which immediately prior to this transaction was being held in the trust account, represents the value of 11,999,999 shares of common stock which may be converted into cash by GHQ stockholders at an estimated $10.00 conversion price and assumes that no stockholders seek to convert their shares into a pro rata portion of the trust account. The $10.00 conversion price was determined by forecasting the balance of GHQ's trust account at the time of the closing of the acquisition taking into account expected interest income on the trust account balance, applicable taxes, and the expenses and working capital needs of GHQ. Based on current interest rates being earned on the balance of the trust account and forecasted expenses and working capital needs, the estimate is that the conversion price per share will be no greater than $10.00.

N)	Reflects the fair value of the 35.8 million shares issued as consideration for Iridium Holdings. The shares were valued using GHQ’s closing market price of its common stock of $9.20 at January 12, 2009.

O)	Reflects the elimination of Iridium Holdings’ historical net equity of approximately $(27.2) million as a result of the acquisition.

Represents maximum conversion and that 30% less one IPO share (11,999,999 shares) vote against the transaction and elect to exercise their conversion rights and convert their shares of common stock subject to redemption into cash at an estimated $10.00 conversion price.

Q)	Reflects the reduction of interest income related to the release of restricted cash from the trust account which would no longer earn interest.

Reflects the increase of interest income earned at an average annualized rate of 0.65% on the remaining cash after distributions and payments related to the acquisition are made of $1.1 million and $1.5 million for the nine months ended September 30, 2008 and the twelve months ended December 31, 2007, respectively, assuming minimum conversion. Also, reflects the reduction of interest income of $(0.6) million and $(0.8) million for the nine months ended September 30, 2008 and the twelve months ended December 31, 2007, respectively, assuming maximum conversion.

Reflects the pro forma adjustment for the income taxes benefit of $4.6 million and $13.3 million for the nine months ended September 30, 2008 and the twelve months ended December 31, 2007, respectively, of the combined entity based on the tax impact of Iridium Holdings’ net income to the corporate partners of Iridium Holdings assuming the transaction occurred on January 1, 2007. The adjustments are calculated based on the difference between the income tax expense/(benefit) calculated under FAS 109 for the combined entity and the income tax expense/(benefit) recorded under FAS 109 in the separate entity financial statements. In the separate entity financial statements, because Iridium Holdings is a partnership for tax purposes, the entity is not subject to income tax. Consequently, no income tax expense has been recorded in its financial statements. The combined entity will record income tax expense related to Iridium Holdings’ taxable income.

Reflects the pro forma adjustment for the income tax benefit related to the pro forma adjustments to interest income and expense of $0.2 million and $0.3 million for the nine months ended September 30, 2008 and the twelve months ended December 31, 2007, respectively, of the combined entity, assuming maximum conversion.

Pro forma earnings per share (EPS), basic and diluted, are based on the following calculations of the number of shares of common stock. Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The effect of the 11.6 million shares underlying the outstanding warrants, calculated based on the treasury stock method and the 48.0 million warrants issued in connection with GHQ’s IPO, has not been considered in diluted loss per share since the effect of the warrants would be to understate the loss per share.

	Minimum Conversion			Maximum Conversion
Basic and diluted shares (in millions):
GHQ shares after IPO issuance		48.5			48.5
GHQ shares subject to redemption		-			(12.0	)
Issuance of GHQ shares as purchase consideration		36.0			36.0
Founder shares forfeited		(1.4	)		(1.4	)
Total		83.1			71.1

V)	Reflects the pro forma adjustment for the 0.5% noncontrolling interest of $2.3 million. The fair value of the noncontrolling interest was derived by considering the fair value of the acquired business as a whole and adjusting for an estimated control premium.

4. Tender Offer

These unaudited pro forma condensed financial statements do not reflect the impact of a proposed tender offer described in the section entitled “The Tender Offer” in this proxy statement. GHQ intends to launch a cash tender offer to purchase up to 11.4 million shares of its common stock at a price of $ 10.50 per share, reduced by the amount of cash to be distributed to stockholders who vote against the acquisition and elect conversion of their shares of GHQ common stock into cash divided by the per share conversion price. Under the Minimum Conversion presentation, up to 11.4 million shares of common stock will be purchased under the tender offer. Under the Maximum Conversion presentation, there will be no shares purchased under the tender offer. The pro forma impact of the tender offer will generally be the same as the conversion of shares, other than the per share cash amount to be paid pursuant thereto.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.

This proxy statement may contain statements about future events and expectations known as “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these statements on current expectations and projections about future results.

The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of GHQ and/or Iridium Holdings to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding the timing of the proposed transaction with Iridium Holdings, whether the transaction will be approved by GHQ’s stockholders, whether the closing conditions will be satisfied (including receipt of regulatory approvals), as well as industry and economic conditions, competitive, legal, governmental and technological factors. There is no assurance that GHQ’s or Iridium Holdings’ expectations will be realized. If one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

The description of the fairness opinion of Duff & Phelps includes a summary of forward looking financial estimates of Iridium Holdings. None of GHQ, Iridium Holdings, their respective affiliates, GHQ’s or Iridium Holdings’ independent registered public accounting firm or any of their respective counsel or other advisors assumes any responsibility if future results differ from these estimates. The inclusion of the estimates in this proxy statement should not be regarded as an indication that GHQ or Iridium Holdings, any recipient of the estimates or their respective affiliates or representatives considered or consider the estimates to be necessarily predictive of actual future events, and the estimates should not be relied upon as such. Actual results may be higher or lower than those estimated. Iridium Holdings does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations. Accordingly, Iridium Holdings and/or GHQ do not intend to, and specifically decline any obligation to, update or otherwise revise the prospective financial estimates to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events.

RISK FACTORS

You should carefully consider the risk factors described below, together with the other information contained in this proxy statement, before you decide whether to vote or instruct your vote to be cast to approve the acquisition proposal and the other proposals. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment. This proxy statement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

Risks Related to Iridium Holdings’ Business

The success of Iridium Holdings’ business plan depends on increased demand for mobile satellite services and its ability to successfully implement it.

The business plan of Iridium Holdings is predicated on growth in demand for mobile satellite services. Demand for mobile satellite services may not grow, or may even shrink, either generally or in particular geographic markets, for particular types of services, or during particular time periods. A lack of demand could impair its ability to sell its products and services, develop and successfully market new products and services, and/or could exert downward pressure on prices. Any such decline would decrease its revenues and profitability and negatively affect its ability to generate cash for investments and other working capital needs.

The success of Iridium Holdings’ business plan will also depend on a number of other factors, including:

its ability to maintain the health, capacity and control of its existing satellite network;

its ability to contract for the design, construction, delivery and launch of its second-generation satellites and, once launched, its ability to maintain their health, capacity and control;

the level of market acceptance and demand for its products and services;

its ability to introduce innovative new products and services that satisfy market demand;

its ability to obtain additional business using its existing spectrum resources both in the United States and internationally;

its ability to maintain its relationship with U.S. government customers, particularly the DoD;

the ability of Iridium Holdings’ distributors to market and distribute its products and services effectively and their continued development of innovative and improved solutions and applications integrating its product and service offerings;

the effectiveness of Iridium Holdings’ competitors in developing and offering similar services and products; and

its ability to maintain competitive prices for Iridium Holdings’ products and service offerings and control costs.

Iridium Holdings may be negatively affected by current global economic conditions.

Iridium Holdings’ operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter credit, negative financial news, declines in income or asset values and/or budgetary constraints, which could have a material adverse effect on the demand for mobile satellite services. Other factors that could influence demand include increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors affecting consumer and business spending behavior. These and other

economic factors could have a negative effect on demand for its products and services, which would materially adversely affect its business, financial condition and results of operations.

The current financial turmoil affecting the banking system and financial markets and the possibility that financial institutions may consolidate or go out of business has resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency and equity markets. There could be a number of follow-on effects from the credit crisis on Iridium Holdings’ business, including the insolvency of key vendors resulting in product delays or operational disruptions, the inability of its distributors to obtain credit to finance purchases of its offerings or meet their payment obligations to Iridium Holdings and/or distributor insolvencies, which could lead to a significant reduction in future orders for its products and services.

Iridium Holdings’ satellites have a limited life and may fail prematurely, which would cause its network to be compromised and materially and adversely affect its business, prospects and profitability.

Since Iridium Holdings reintroduced commercial services in 2001, six of its satellites have failed in orbit which have resulted in either the complete loss of the affected satellites or the loss of the ability of the satellite to carry traffic on the network, and others may fail in the future. In-orbit failure may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris. Other factors that could affect the useful lives of its satellites include the quality of construction, gradual degradation of solar panels and the durability of components. Radiation induced failure of satellite components may result in damage to or loss of a satellite before the end of its expected life. As a result, fewer than 66 of its in-orbit satellites may be fully functioning at any time. As Iridium Holdings’ constellation has aged, some of its satellites have experienced individual component failures affecting their coverage and/or transmission capacity and other satellites may experience such failures in the future, adversely affecting the reliability of its service, which could adversely affect its results of operations, cash flow and financial condition. Although Iridium Holdings does not incur any direct cash costs related to the failure of a satellite, if a satellite fails, Iridium Holdings records an impairment charge reflecting its net book value.

Iridium Holdings has categorized three types of anomalies among the satellites in its constellation that, if they materialize throughout the satellite constellation, have the potential for a significant operational impact. These include: (i) a non-recoverable anomalous short circuit in a satellite’s Integrated Bus Electronics (“IBE”), as discussed above; (ii) excessive power subsystem degradation resulting from satellite battery wear-out or excessive loss of solar array power output and (iii) failures to critical payload electronic parts arising from accumulated radiation total dose.

Iridium Holdings experienced its first satellite failure in July 2003. This failure has been attributed to a non-recoverable anomalous short circuit in the satellite’s IBE. Two additional satellites failed as a result of this anomaly in August 2005 and December 2006. In part, as a response to this anomaly, Iridium Holdings has implemented several procedures across its constellation to attempt to mitigate the severity of a similar anomaly in the future and/or prevent it from resulting in permanent damage to the IBE hardware of its other satellites. These procedures include reducing the peak operating temperature of the IBE during portions of the solar season, as well as modifying the on-board software of its satellites to immediately carry out certain autonomous actions upon detecting future occurrences of this type of anomaly.

Iridium Holdings has experienced three additional satellite failures unrelated to IBE short circuits. In April 2005, one of its satellites failed as a result of a radiation-induced single event upset anomaly, which corrupted the satellite’s on-board time reference. Accurate time reference is critical to determine a satellite’s ephemeris (its orbital location with respect to the earth), attitude (its pointing direction) and the sun’s position. In December 2005, Iridium Holdings was unable to remedy a failure in the crosslink digital reference oscillator of another of its satellites, resulting in the satellite’s failure. Failure of the digital reference oscillator disables the affected satellite’s crosslinks and, thus, its ability to communicate with the rest of the satellite constellation. More recently, in July 2008, another of Iridium Holdings’ satellites experienced an attitude control anomaly as a result of sudden loss of communications between its IBE and its primary space vehicle and routing computer. The nature of this anomaly coupled with the software state of the vehicle at the time (resulting from an on-board software fault response to a prior anomaly) resulted in the inability of the on-board software to correct the computer communications anomaly

and control of the satellite was lost. If Iridium Holdings’ constellation experiences additional satellite failures, its ability to operate its business may be impaired, which would have a material adverse effect on Iridium Holdings’ business.

Iridium Holdings has been occasionally advised by its customers and others of temporary intermittent losses of signal cutting off calls in progress, preventing completions of calls when made or disrupting the transmission of data. If the magnitude or frequency of such problems increase, they could adversely affect its business and its ability to complete its business plan.

Iridium Holdings may be required in the future to make further changes to its constellation to maintain or improve its performance. Any such changes may require prior FCC approval. In addition, from time to time Iridium Holdings may reposition its satellites within the constellation in order to optimize its service, which could result in degraded service during the repositioning period. Although there are some remote tools Iridium Holdings uses to remedy certain types of problems affecting the performance of its satellites, the physical repair of its satellites in space is not feasible.

If Iridium Holdings experiences operational disruptions with respect to its commercial gateway or operations center, Iridium Holdings may not be able to provide service to its customers.

Currently, Iridium Holdings’ commercial satellite network traffic is supported by a primary ground station gateway in Tempe, Arizona. In addition, Iridium Holdings operates its satellite constellation from its satellite network operations center in Leesburg, Virginia. Currently, Iridium Holdings does not have back-up facilities that could adequately replace its Arizona gateway and Virginia operations center if either experienced catastrophic failure. Both facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events and would be difficult to replace or repair and could require substantial lead-time to do so. Material changes in the operation of these facilities may be subject to prior FCC approval. Iridium Holdings may also in the future experience service shutdowns or periods of reduced service as a result of regulatory issues, equipment failure or delays in deliveries. Any such failure would impede its ability to provide service to its customers.

If Iridium Holdings is unable to effectively develop and deploy its second-generation satellite constellation before its current satellite constellation ceases to provide commercially viable service, Iridium Holdings’ business will suffer.

Iridium Holdings is currently developing its next-generation satellite constellation, Iridium NEXT, which Iridium Holdings expects to commence launching in 2014. While Iridium Holdings expects its current constellation will be operational through 2014, Iridium Holdings cannot guarantee it will provide commercially viable service through the transition period to Iridium NEXT. If Iridium Holdings is unable, for any reason, including manufacturing or launch delays, launch failures, in-orbit satellite failures, delays in receiving regulatory approvals or insufficient funds, to deploy Iridium NEXT before its current constellation ceases to provide commercially viable service or if Iridium Holdings experiences backward compatibility problems with its new constellation once deployed, Iridium Holdings likely will lose customers, and will incur a decline in revenues and profitability as its ability to provide commercially viable services is impaired.

Iridium Holdings’ second-generation satellite constellation may not be completed on time, and the costs associated with it may be greater than expected.

Iridium Holdings may not complete Iridium NEXT on time, on budget or at all. Design, manufacture and launch of satellite systems are highly complex and historically have been subject to delays and cost over-runs. Development of Iridium NEXT may suffer from delays, interruptions or increased costs due to many factors, some of which may be beyond its control, including:

lower than anticipated demand for mobile satellite services resulting in market prices that significantly impact its profitability;

its inability to access capital to finance Iridium NEXT;

engineering and/or manufacturing performance falling below expected levels of output or efficiency;

denial or delays in receipt of regulatory approvals, or non-compliance with conditions imposed by regulatory approvals;

the breakdown or failure of equipment or systems;

non-performance by third-party contractors, including the prime system contractor;

licensing costs for necessary technology;

launch delays or failures, or in-orbit satellite failures once launched;

labor disputes or disruptions in labor productivity or the unavailability of skilled labor;

increases in the costs of materials;

changes in project scope;

additional requirements imposed by changes in laws; or

severe weather or catastrophic events such as fires, earthquakes, storms or explosions.

If any of the above events occur, they could have a material adverse effect on Iridium Holdings’ ability to continue to develop Iridium NEXT, which would materially adversely affect its business, financial condition and results of operations.

Iridium Holdings may not be able to launch its second-generation satellites successfully. Loss of any such satellites during launch could delay or impair its ability to offer its services, and launch insurance, to the extent available, will not fully cover this risk.

The launch of Iridium Holdings’ second-generation satellites could be subject to delays and risks relating to launch, including launch failure or incorrect orbital placement, impairing its ability to offer commercially viable services. Iridium Holdings may insure all or a portion of the launch of its second-generation satellites. Launch insurance currently costs approximately 10% to 20% of the insured value of the satellites launched (including launch costs), but may vary depending on market conditions and the safety record of the launch vehicle. In addition, Iridium Holdings expects any launch insurance policies that it obtains to include specified exclusions, deductibles and material change limitations. Typically, these insurance policies exclude coverage for damage arising from acts of war, lasers, and other similar potential risks for which exclusions are customary in the industry. If launch insurance rates were to rise substantially, Iridium Holdings’ future launch costs could increase. It is also possible that insurance could become unavailable or prohibitively expensive, either generally or for a specific launch vehicle, or that new insurance could be subject to broader exclusions on coverage or limitations on losses, in which event Iridium Holdings would bear the risk of launch failures. Even if a lost satellite is fully insured, acquiring a replacement satellite may be difficult and time consuming. Furthermore, launch insurance typically does not cover lost revenue.

Iridium Holdings may need additional capital to maintain its network, develop, manufacture and launch Iridium NEXT and pursue additional growth opportunities. If Iridium Holdings fails to obtain sufficient capital, it will not be able to successfully implement its business plan.

Iridium Holdings’ business plan calls for the development of Iridium NEXT, the development of new product and service offerings, upgrades to its current services, hardware and software upgrades to maintain its ground infrastructure and upgrades to its business systems. While Iridium Holdings believes internally generated cash flows, proceeds from debt and equity offerings as well as its proposed transaction with GHQ and secondary payload funding will be sufficient to enable Iridium Holdings to fund its capital requirements, it may not be able to due to increased costs, lower revenues or inability to access additional financing. If Iridium Holdings does not have such funds, its ability to maintain its network, develop, manufacture and launch Iridium NEXT and pursue additional growth opportunities will be impaired, which would adversely affect its business, results of operations and financial condition.

Iridium Holdings may be unable to obtain and maintain in-orbit liability insurance, and the insurance Iridium Holdings obtains may not cover all liabilities to which Iridium Holdings may become subject.

Pursuant to Iridium Holdings’ and Iridium Satellite’s transition services, products and asset agreement with Motorola, and the agreement between Iridium Satellite, The Boeing Company (“Boeing”), Motorola and the U.S. government, Iridium Satellite is required to maintain an in-orbit liability insurance policy with a de-orbiting endorsement. The current policy (together with the de-orbiting endorsement) covers amounts that Iridium Satellite and certain other named parties may become liable to pay for bodily injury and/or property damages to third parties related to processing, maintaining and operating its satellite constellation and, in the case of the de-orbiting endorsement, de-orbiting its satellite constellation. The current policy has a one-year term, which expires December 12, 2009. The price, terms and availability of insurance have fluctuated significantly since Iridium Holdings began offering commercial satellite services. The cost of obtaining insurance can vary as a result of either satellite failures or general conditions in the insurance industry. Higher premiums on insurance policies would increase its costs. In-orbit liability insurance policies on satellites may not continue to be available on commercially reasonable terms or at all. In addition to higher premiums, insurance policies may provide for higher deductibles, shorter coverage periods and additional policy exclusions. Iridium Holdings’ failure to renew its current in-orbit liability insurance policy or obtain a replacement policy would trigger certain de-orbit rights held by the U.S. government, Motorola and Boeing, adversely affecting its ability to provide commercially viable services. See “—The U.S. government, Motorola and Boeing may unilaterally require Iridium Holdings to de-orbit its constellation upon the occurrence of certain events” below for more information. In addition, even if Iridium Satellite continues to maintain any in-orbit liability insurance policy this insurance coverage may not protect it against all third-party losses, materially and adversely affecting its financial condition and results of operations if any such third-party losses were to occur.

Iridium Satellites’ current in-orbit liability insurance policies contain, and any future policies are expected to contain, specified exclusions and material change limitations customary in the industry. These exclusions may relate to, among other things, losses resulting from acts of war, insurrection, terrorism or military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference and interference with the use of property.

In addition to Iridium Satellites’ in-orbit liability insurance policy, Motorola maintains product liability insurance to cover its potential liability as manufacturer of the satellites. Motorola may not in the future be able to renew its product liability coverage on reasonable terms and conditions, or at all. Any failure to maintain such insurance could expose Iridium Holdings to third-party damages that may be caused by any of its satellites.

Iridium Holdings does not maintain in-orbit insurance covering losses from satellite failures or other operational problems affecting its constellation.

Iridium Holdings does not maintain in-orbit insurance covering losses that might arise as a result of a satellite failure or other operational problems affecting its constellation. As a result, a failure of one or more if Iridium Holdings’ satellites or the occurrence of equipment failures and other related problems would constitute an uninsured loss and could have a material adverse effect on its financial condition and results of operations.

Iridium Holdings could lose market share and revenues as a result of increasing competition from companies in the wireless communications industry, including cellular and other satellite operators, and from the extension of land-based communication services.

Iridium Holdings faces intense competition in all of its markets, which could result in a loss of customers and lower revenues and make it more difficult for Iridium Holdings to enter new markets. Iridium Holdings competes primarily on the basis of coverage, quality, portability and pricing of services and products.

There are currently seven other satellite operators providing services similar to Iridium Holdings’ on a global or regional basis: Inmarsat plc. (“Inmarsat”), Globalstar, Inc. (“Globalstar”), ORBCOMM Inc. (“Orbcomm”), Mobile Satellite Ventures, Mobile Satellite Ventures Canada, Thuraya Satellite Telecommunications Company (“Thuraya”) and Asia Cellular Satellites. In addition, several regional mobile satellite services companies, including ICO Global Communication (Holdings) Limited (“ICO”), TerreStar Networks, Inc. (“TerreStar”) and Mobile

Satellite Ventures are attempting to exploit their spectrum positions into a U.S. consumer mobile satellite services business. The provision of satellite-based services and products is subject to downward price pressure when capacity exceeds demand or as a result of irrational pricing behavior by certain operators under financial pressure to expand their respective market share. Certain satellite operators, for example, subsidize the prices of their products, such as satellite handsets. In addition, Iridium Holdings may face competition from new competitors or new technologies, which may materially adversely affect its business plan. For example, Iridium Holdings may face competition for its land-based services in the United States from incipient Ancillary Terrestrial Component (“ATC”) service providers who are currently raising capital and designing a satellite operating business and a terrestrial component around their spectrum holdings. As a result of competition, Iridium Holdings may not be able to successfully retain its existing customers and attract new customers.

In addition to its satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, are expanding into rural and remote areas and providing the same general types of services and products that Iridium Holdings provides through its satellite-based system. Although satellite communications services and terrestrial communications services are not perfect substitutes, the two compete in certain markets and for certain services. Consumers generally perceive terrestrial wireless voice communication products and services as cheaper and more convenient than satellite-based ones. Many of its terrestrial competitors have greater resources, wider name recognition and newer technologies than Iridium Holdings does. In addition, industry consolidation could adversely affect Iridium Holdings by increasing the scale or scope of its competitors and thereby making it more difficult for Iridium Holdings to compete.

Use by Iridium Holdings’ competitors of L-band spectrum for terrestrial services could interfere with its services.

In February 2003, the Federal Communication Commission, or FCC, adopted rules that permit satellite service providers to establish ATC networks. ATC frequencies are designated in previously satellite-only bands at 1.5 GHz, 1.6 GHz, 2 GHz and 2.5 GHz. The implementation of ATC services by satellite service providers in the United States or other countries may result in increased competition for the right to use L-band spectrum, which Iridium Holdings uses to provide its services, and such competition may make it difficult for Iridium Holdings to obtain or retain the spectrum resources Iridium Holdings requires for its existing and future services. In addition, the FCC’s decision to permit ATC services was based on certain assumptions, particularly relating to the level of interference that the provision of ATC services would likely cause to other satellite service providers, which use the L-band spectrum. If the FCC’s assumptions prove inaccurate, or the level of ATC services provided exceeds those estimated by the FCC, ATC services could interfere with its satellites and devices, which may adversely impact its services. Outside the United States, other countries are actively considering implementing regulations to facilitate ATC services.

Rapid and significant technological changes in the satellite communications industry may impair Iridium Holdings’ competitive position and require Iridium Holdings to make significant additional capital expenditures.

Much of the hardware and software utilized in operating Iridium Holdings’ gateway was designed and manufactured over ten years ago and portions are becoming obsolete. As they continue to age, they may become less reliable and will be more difficult and expensive to service, upgrade or replace. Although Iridium Holdings maintains inventories of certain spare parts, it nonetheless may be difficult or impossible to obtain all necessary replacement parts for the hardware. Its business plan contemplates updating or replacing certain hardware and software in its network, but Iridium Holdings may not be successful in these efforts, and the cost may exceed its estimates. Iridium Holdings may face competition in the future from companies using new technologies and new satellite systems. The space and communications industries are subject to rapid advances and innovations in technology. New technology could render its system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect Iridium Holdings include the deployment by its competitors of new satellites with greater power, greater flexibility, greater efficiency or greater capabilities, as well as continuing improvements in terrestrial wireless technologies. For Iridium Holdings to keep up with technological changes and remain competitive, it may need to make significant capital expenditures. Customer acceptance of the services and products that Iridium Holdings offers will continually be affected by technology-based differences in its product and service offerings.

New technologies may be protected by patents or other intellectual property laws and therefore may not be available to Iridium Holdings.

Sales to U.S. government customers, particularly the Department of Defense (“DoD”), represent a significant portion of Iridium Holdings’ revenues.

The U.S. government, through a dedicated gateway owned and operated by the DoD, has been and continues to be Iridium Holdings’ largest customer, representing 22% and 20% of its revenues for the year ended December 31, 2007 and the nine months ended September 30, 2008, respectively. Iridium Holdings provides the majority of its products and services to the U.S. government pursuant to two one-year agreements, both of which are renewable for four additional one-year terms. The U.S. government may terminate these agreements, in whole or in part, at any time. If the U.S. government terminates its agreements with Iridium Holdings or fails to renew such agreements, Iridium Holdings’ business, results of operations and financial condition could be materially and adversely affected.

In addition, Iridium Holdings’ relationship with the U.S. government is subject to the overall U.S. government budget and appropriation decisions and processes. U.S. government budget decisions, including with respect to defense spending, are based on changing government priorities and objectives, which are driven by numerous factors, including geopolitical events and macroeconomic conditions, and are beyond Iridium Holdings’ control. Significant changes to U.S. defense spending, including as a result of the resolution of the conflicts in Iraq and Afghanistan, could negatively impact Iridium Holdings’ business, results of operations and financial condition.

Iridium Holdings is dependent on third parties to market and sell its products and services.

Iridium Holdings relies on third-party distributors to market and sell its products and services to end-users and to determine the prices end-users pay. Iridium Holdings also depends on its distributors to develop innovative and improved solutions and applications integrating its product and service offerings. As a result of these arrangements, Iridium Holdings is dependent on the performance of its distributors to generate substantially all of its revenues. Its distributors operate independently of Iridium Holdings, and Iridium Holdings has limited control over their operations, which exposes Iridium Holdings to significant risks. Distributors may not commit the necessary resources to market and sell Iridium Holdings’ products and services and may also market and sell competitive products and services. In addition, its distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which may limit their ability to market or sell Iridium Holdings’ products and services. If current or future distributors do not perform adequately, or if Iridium Holdings is unable to locate competent distributors in particular countries and secure their services on favorable terms, or at all, Iridium Holdings may be unable to increase or maintain its revenues in these markets or enter new markets, and Iridium Holdings may not realize its expected growth, adversely affecting its profitability, liquidity and brand image.

In addition, Iridium Holdings may lose distributors due to competition, consolidation, regulatory developments, business developments affecting its partners or their customers, or for other reasons. Any future consolidation of its distributors such as the current acquisition of Stratos Global Corporation by Inmarsat, also increases its reliance on a few key distributors of its services and the amount of volume discounts that Iridium Holdings may have to give such distributors. Iridium Holdings’ top 10 distributors for the year ended December 31, 2007 and the nine months ended September 30, 2008 accounted for, in the aggregate, approximately 46% and 50% of its total revenues of $260.9 million and $244.2 million, respectively. The loss of any of these distributors could reduce the distribution of Iridium Holdings’ products and services as well the development of new product solutions and applications.

Iridium Holdings relies on a limited number of key vendors for timely supply of equipment and services.

Celestica Corporation (“Celestica”) is the manufacturer of all Iridium Holdings’ current and next generation devices, including its mobile handsets, L-Band transceivers and short burst data modems. Celestica may choose to terminate its business relationship with Iridium Holdings when its current contractual obligations are completed in January 1, 2010. If Celestica terminates this relationship, Iridium Holdings may not be able to find a replacement supplier. In addition, as its sole supplier, Iridium Holdings is very dependent on Celestica’s performance. If Celestica has difficulty manufacturing or obtaining the necessary parts or material to manufacture

Iridium Holdings’ products, its business would be materially affected. Although Iridium Holdings may replace Celestica with another supplier, there could be a substantial period of time in which its products are not available and any new relationship may involve a significantly different cost structure, development schedule and delivery times.

In addition, Iridium Holdings depends on Boeing to provide operations and maintenance services with respect to its satellite network (including engineering, systems analysis and operations and maintenance services) from its technical support center in Chandler, Arizona and its satellite network operations center in Leesburg, Virginia. Boeing provides these services pursuant to a long-term agreement that has been extended to be concurrent with the expected useful life of its constellation. Technological competence is critical to Iridium Holdings’ business and depends, to a significant degree, on the work of technically skilled employees, such as its Boeing contractors. If Boeing’s performance falls below expected levels or if Boeing has difficulties retaining the employees or contractors servicing Iridium Holdings’ network, Iridium Holdings’ business would be materially affected. In addition, if Boeing terminates its agreement with Iridium Holdings, Iridium Holdings may not be able to find a replacement provider on favorable terms or at all, which could materially and adversely affect the operations and performance of its network. Boeing’s replacement as the operator of its satellite system could also trigger certain de-orbit rights held by the U.S. government, adversely affecting Iridium Holdings’ ability to offer commercially viable services. See “—The U.S. government, Motorola and Boeing may unilaterally require Iridium Holdings to de-orbit its constellation upon the occurrence of certain events” below for more information.

Iridium Holdings is dependent on intellectual property licensed from third parties.

Iridium Holdings licenses substantially all system technology, including software and systems to operate and maintain its network as well as technical information for the design and manufacture of its devices, from Motorola. Iridium Holdings maintains its licenses with Motorola pursuant to several long-term agreements. Iridium Holdings also licenses additional system technology from several other third parties. If Motorola or any such third party were to cease to support and service this technology, or if Iridium Holdings is unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such services from alternative vendors. Any substitute technology may also have lower quality or performance standards, which would adversely affect the quality of its products and services.

Iridium Holdings has been and may in the future become subject to claims that its products violate the patent or intellectual property rights of others, which could be costly and disruptive to Iridium Holdings.

Iridium Holdings operates in an industry that is susceptible to significant patent litigation. As a result, Iridium Holdings or its products may become subject to patent infringement claims or litigation. The defense of intellectual property suits, are both costly and time consuming and may divert management’s attention from other business concerns. An adverse determination in litigation to which Iridium Holdings may become a party could, among other things:

subject Iridium Holdings to significant liabilities to third parties, including treble damages;

require disputed rights to be licensed from a third party for royalties that may be substantial;

require Iridium Holdings to cease using such technology; or

prohibit Iridium Holdings from selling certain of its products.

Any of these outcomes could have a material adverse effect on Iridium Holdings’ business, financial condition and results of operations.

Conducting and expanding its operations outside the United States involves special challenges that Iridium Holdings may not be able to meet and may adversely affect its business.

International revenues account for a significant proportion of Iridium Holdings’ total revenues, representing 52% of its total revenues for the year ended December 31, 2007 and 45% of its total revenues for the nine months ended September 2008. Its major international markets include Canada and France. Iridium Holdings is also

focusing on opportunities in China, Russia, Mexico and India. International operations and any foreign business expansion Iridium Holdings may undertake include numerous risks, including:

difficulties in penetrating new markets due to established and entrenched competitors;

difficulties in developing products and services that are tailored to the needs of local customers;

lack of local acceptance or knowledge of its products and services;

lack of recognition of its products and services;

unavailability of or difficulties in establishing relationships with distributors;

significant investments, including the development and deployment of dedicated gateways;

instability of international economies and governments;

changes in laws and policies affecting trade and investment in other jurisdictions;

exposure to varying legal standards, including intellectual property protection and foreign state ownership laws, in other jurisdictions;

difficulties in obtaining required regulatory authorizations;

difficulties in enforcing legal rights in other jurisdictions;

changing and conflicting national and local regulatory requirements; and

foreign currency exchange rates and exchange controls.

These risks could affect Iridium Holdings’ ability to successfully compete and expand internationally, which may adversely affect its business.

The prices for all of its products and services are denominated in U.S. dollars. As a result, Iridium Holdings has benefited from the depreciation of the U.S. dollar against other currencies, such as the euro, the Canadian dollar and pounds sterling. Any appreciation of the U.S. dollar against other currencies will increase the cost of its products and services to its international customers and, as a result, may reduce the competitiveness of its international offerings and its international growth.

Iridium Holdings currently is unable to offer service in important regions of the world due to the absence of gateways in those areas, which is limiting its growth and its ability to compete.

Iridium Holdings’ ability to provide service in certain regions is limited by local regulations as certain countries, such as China, Russia and India, require physical gateways within their jurisdiction to connect traffic coming to and from their territory. While Iridium Holdings is currently in discussions with parties in such countries to build or purchase additional gateways for integration into its network, Iridium Holdings may not be able to reach an agreement to develop such additional gateways or the cost of developing and deploying such gateways may be prohibitive, which could impair its ability to expand its product and service offerings in such areas and undermine its value for potential users who require service in these areas.

The U.S. government, Motorola and Boeing may unilaterally require Iridium Holdings to de-orbit its constellation upon the occurrence of certain events.

Pursuant to an agreement between Iridium Satellite, Boeing, Motorola and the U.S. government, the U.S. government obtained the right to, in its sole discretion, require Iridium Satellite to de-orbit the Iridium Holdings’ constellation upon the occurrence of any of the following with respect to Iridium Satellite LLC (“Iridium Satellite”): (a) its failure to pay certain insurance premiums or maintain insurance; (b) its bankruptcy; (c) its sale or the sale of any major asset in Iridium Holdings’ satellite system; (d) Boeing’s replacement as the operator of its satellite

system; (e) its failure to provide certain notices as contemplated by the agreement; or (g) at any time after June 5, 2009, unless extended by the U.S. government. The U.S. government also has the right to require Iridium Holdings to de-orbit any of its individual functioning satellites (including in-orbit spares) that have been in orbit for more than seven years, unless the U.S. government grants a postponement. As of September 30, 2008, all but seven of Iridium Holdings’ functioning satellites have been on orbit for more than seven years. As the constellation life is projected to last until 2014, with the current system providing critical services to U.S. government customers, Iridium Holdings is currently negotiating new terms with the U.S. government that will extend or remove the 2009 deadline.

Motorola also has the right to de-orbit the Iridium Holdings constellation pursuant to its transition services, products and asset agreement with Iridium Holdings and Iridium Satellite and pursuant to the operations and maintenance agreement between Iridium Constellation LLC (“Iridium Constellation”) and Boeing. Under these agreements, Motorola may require the de-orbit of the Iridium Holdings constellation upon the occurrence of any of the following: (a) Iridium Holdings bankruptcy or the bankruptcy of Iridium Constellation or Iridium Satellite; (b) Iridium Satellite’s breach of the transition services, products and asset agreement; (c) Boeing’s breach of its operations and maintenance agreement and other related agreements with Iridium Constellation or its affiliates; (d) an order from the U.S. government requiring the de-orbiting of Iridium Holdings’ satellites; (e) changes in law or regulation that may require Motorola to incur certain costs relating to the operation, maintenance, re-orbiting or de-orbiting of Iridium Holdings’ constellation; or (f) Motorola’s failure to obtain a product liability policy to cover its position as manufacturer of the satellites, provided the U.S. government has not agreed to cover what would have otherwise been paid by such policy.

Pursuant to Iridium Constellation’s operations and maintenance agreement with Boeing, Boeing similarly has the unilateral right to de-orbit of its constellation upon the occurrence of any of the following events: (a) Iridium Constellation’s or Iridium Satellite’s bankruptcy; (b) the existence of reasonable grounds for Boeing to question the financial stability of Iridium Constellation; (c) Iridium Constellation’s failure to maintain certain insurance policies; (d) Iridium Constellation’s failure to provide Boeing certain quarterly financial statements; (e) Iridium Constellation’s breach of the operations and maintenance agreement, including its payment obligation thereunder; or (f) changes in law or regulation that may increase the risks or costs associated with the operation of the constellation.

Iridium Holdings cannot guarantee that the U.S. government, Motorola and/or Boeing will not unilaterally exercise such de-orbiting rights upon the occurrence of any of the above events. A decision by any of the U.S. government, Motorola or Boeing to de-orbit Iridium Holdings’ constellation would affect its ability to provide commercially viable services, materially and adversely affecting its business, prospects and profitability.

Wireless devices may pose health and safety risks and, as a result, Iridium Holdings may be subject to new regulations, demand for its services may decrease and Iridium Holdings could face liability based on alleged health risks.

There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones that have transmitting antennae. Lawsuits have been filed against participants in the wireless industry alleging various adverse health consequences, including cancer, as a result of wireless phone usage. The U.S. Supreme Court recently declined to review a lower federal court’s decision remanding for trial in state courts several cases alleging such injuries. Although Iridium Holdings has not been party to any such lawsuits, Iridium Holdings may be exposed to such litigation in the future. While Iridium Holdings complies with applicable standards for radio frequency emissions and power and does not believe that there is valid scientific evidence that use of its phones poses a health risk, courts or governmental agencies could find otherwise. Any such finding could reduce its revenues and profitability and expose Iridium Holdings and other wireless providers to litigation, which, even if not successful, could be costly to defend.

If consumers’ health concerns over radio frequency emissions increase, they may be discouraged from using wireless handsets. Further, government authorities might increase regulation of wireless handsets as a result of these health concerns. The actual or perceived risk of radio frequency emissions could reduce the number of Iridium Holdings’ subscribers and demand for its products and services.

Iridium Holdings’ business is subject to extensive government regulation, which mandates how Iridium Holdings may operate its business and may increase its cost of providing services, slow its expansion into new markets and subject its services to additional competitive pressures.

Iridium Holdings’ ownership and operation of a satellite communication system is subject to significant regulation in the United States by the FCC and in foreign jurisdictions by similar local authorities. The rules and regulations of the FCC or these foreign authorities may change and not continue to permit Iridium Holdings’ operations as presently conducted or as Iridium Holdings plans to conduct such operations. Failure to provide services in accordance with the terms of its licenses or failure to operate its satellites or ground stations as required by its licenses and applicable government regulations could result in the imposition of government sanctions on Iridium Holdings, up to and including cancellation of its licenses.

Iridium Holdings’ system must be authorized in each of the markets in which it provides its services. Iridium Holdings may not be able to obtain or retain all regulatory approvals needed for its operations. Regulatory changes, such as those resulting from judicial decisions or adoption of treaties, legislation or regulation in countries where Iridium Holdings operates or intends to operate, may also significantly affect its business. Because regulations in each country are different, Iridium Holdings may not be aware if some of its distribution partners and/or persons with which Iridium Holdings or they do business do not hold the requisite licenses and approvals.

Iridium Holdings’ current regulatory approvals could now be, or could become, insufficient in the view of foreign regulatory authorities, any additional necessary approvals may not be granted on a timely basis, or at all, in all jurisdictions in which Iridium Holdings wishes to offer services, and applicable restrictions in those jurisdictions could become unduly burdensome.

Iridium Holdings’ operations are subject to certain regulations of the United States State Department’s Office of Defense Trade Controls (i.e., the export of satellites and related technical data), United States Treasury Department’s Office of Foreign Assets Control (i.e., financial transactions) and the United States Commerce Department’s Bureau of Industry and Security (i.e., its gateway and phones). Iridium Holdings is also required to provide certain U.S. and foreign government law enforcement and security agencies with call interception services. These regulations may limit or delay Iridium Holdings’ ability to operate in a particular country. As new laws and regulations are issued, Iridium Holdings may be required to modify its business plans or operations. If Iridium Holdings fails to comply with these regulations in any country, Iridium Holdings could be subject to sanctions that could affect, materially and adversely, its ability to operate in that country. Failure to obtain the authorizations necessary to use its assigned radio frequency spectrum and to distribute its products in certain countries could have a material adverse effect on its ability to generate revenue and on its overall competitive position.

Pursuing strategic transactions may cause Iridium Holdings to incur additional risks.

Iridium Holdings may pursue acquisitions, joint ventures or other strategic transactions on an opportunistic basis, although no such transactions that would be financially significant to Iridium Holdings are probable at this time. Iridium Holdings may face costs and risks arising from any such transactions, including integrating a new business into its business or managing a joint venture. These may include legal, organizational, financial, loss of key customers and distributors, diversion of management’s time, and other costs and risks.

In addition, if Iridium Holdings were to choose to engage in any major business combination or similar strategic transaction, Iridium Holdings may require significant external financing in connection with the transaction. Depending on market conditions, investor perceptions of Iridium Holdings and other factors, Iridium Holdings may not be able to obtain capital on acceptable terms, in acceptable amounts or at appropriate times to implement any such transaction. Any such financing, if obtained, may further dilute existing stockholders.

Iridium Holdings indebtedness could impair its ability to react to changes in its business and may limit its ability to use debt to fund future capital needs.

As of September 30, 2008, Iridium Holdings had $160.2 million of indebtedness. Its indebtedness could adversely affect its financial condition by, among others:

requiring Iridium Holdings to dedicate a substantial portion of its cash flow from operations to principal and interest payments on its debt, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate expenditures;

resulting in an event of default if Iridium Holdings fails to comply with the restrictive covenants contained in its credit agreements, which event of default could result in all of its debt becoming immediately due and payable;

increasing its vulnerability to adverse general economic or industry conditions because its debt could mature at a time when those conditions make it difficult to refinance and its cash flow is insufficient to repay the debt in full, forcing Iridium Holdings to sell assets at disadvantageous prices or to default on the debt, and because a decline in its profitability could cause Iridium Holdings to be unable to comply with the forward fixed charge coverage ratio in its credit agreement, resulting in a default on, and acceleration of, its debt;

limiting its flexibility in planning for, or reacting to, competition and/or changes in its business or its industry by limiting its ability to incur additional debt, to make acquisitions and divestitures or to engage in transactions that could be beneficial to Iridium Holdings;

restricting Iridium Holdings from making strategic acquisitions, introducing new products or services or exploiting business opportunities; and

placing Iridium Holdings at a competitive disadvantage relative to competitors that have less debt or greater financial resources.

Furthermore, if an event of default were to occur with respect to its credit agreements or other indebtedness, its creditors could accelerate the maturity of its indebtedness. Iridium Holdings’ indebtedness under these credit agreements is secured by a lien on substantially all of its assets and the lenders could foreclose on these assets to repay the indebtedness.

Iridium Holdings’ ability to make scheduled payments on or to refinance indebtedness obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond its control. Iridium Holdings may not be able to maintain a level of cash flows from operating activities sufficient to permit Iridium Holdings to pay the principal, premium, if any, and interest on its indebtedness. If its cash flows and capital resources are insufficient to fund its debt service obligations, Iridium Holdings could face substantial liquidity problems and could be forced to sell assets, seek additional capital or seek to restructure or refinance its indebtedness. These alternative measures may not be successful or feasible. Its credit agreements restrict its ability to sell assets. Even if Iridium Holdings could consummate those sales, the proceeds that Iridium Holdings realizes from them may not be adequate to meet any debt service obligations then due.

In October 2008, Iridium Holdings prepaid $22 million of indebtedness under its first lien credit facility. In addition, Iridium Holdings has agreed to prepay another $80.0 million of the outstanding balance of its first lien credit facility at the closing of this transaction ($15.0 million if the acquisition is not consummated). Following these mandatory prepayments, approximately $58.2 million of indebtedness will be outstanding and all or a portion of this amount may be prepaid out of the trust proceeds.

Iridium Holdings may be able to incur additional indebtedness or other obligations in the future, which would exacerbate the risks discussed above.

While Iridium Holdings’ credit agreements limit its ability to incur additional debt, Iridium Holdings may still incur significant amounts of debt and other obligations. For example, Iridium Holdings may need to incur a significant amount of debt to finance the development of Iridium NEXT. To the extent additional debt or other obligations are added to its current debt levels, the substantial indebtedness risks described above would increase.

Restrictive covenants in Iridium Holdings’ credit agreements impose restrictions that may limit its operating and financial flexibility.

Iridium Holdings’ first and second lien credit agreements contain a number of significant restrictions and covenants that limit its ability to, among other things:

incur or guarantee additional indebtedness;

pay dividends or make distributions to its unitholders;

make investments, acquisitions or capital expenditures;

grant liens on its assets;

enter into transactions with its affiliates;

merge or consolidate with other entities or transfer all or substantially all of its assets; and

transfer or sell assets.

In addition, Iridium Holdings must maintain compliance with specified financial covenants. Complying with these restrictive covenants, as well as those that may be contained in any agreements governing future indebtedness, may impair Iridium Holdings’ ability to finance its operations or capital needs or to take advantage of other favorable business opportunities. Iridium Holdings’ ability to comply with these restrictive covenants will depend on its future performance, which may be affected by events beyond its control. If Iridium Holdings violates any of these covenants and is unable to obtain waivers, Iridium Holdings would be in default under the agreement and payment of the indebtedness could be accelerated. The acceleration of its indebtedness under one agreement may permit acceleration of indebtedness under other agreements that contain cross-default or cross-acceleration provisions. If its indebtedness is accelerated, Iridium Holdings may not be able to repay its indebtedness or borrow sufficient funds to refinance it. Even if Iridium Holdings is able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to Iridium Holdings. If its indebtedness is in default for any reason, its business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may also cause Iridium Holdings to take actions that are not favorable to holders of the common stock and may make it more difficult for Iridium Holdings to successfully execute its business plan and compete against companies who are not subject to such restrictions.

Spectrum values historically have been volatile, which could cause the value of Iridium Holdings to fluctuate.

Iridium Holdings’ business plan is evolving and it may in the future include forming strategic partnerships to maximize value for its spectrum, network assets and combined service offerings in the United States and internationally. Values that Iridium Holdings may be able to realize from such partnerships will depend in part on the value ascribed to its spectrum. Valuations of spectrum in other frequency bands historically have been volatile, and Iridium Holdings cannot predict at what amount a future partner may be willing to value its spectrum and other assets. In addition, to the extent that the FCC takes action that makes additional spectrum available or promotes the more flexible use or greater availability (e.g., via spectrum leasing or new spectrum sales) of existing satellite or terrestrial spectrum allocations, the availability of such additional spectrum could reduce the value of its spectrum authorizations and the value of Iridium Holdings’ business and the price of its common stock.

Iridium Holdings’ ability to operate its company effectively could be impaired if Iridium Holdings loses members of its senior management team or technical personnel.

Iridium Holdings depends on the continued service of key managerial and technical personnel, as well as its ability to continue to attract and retain highly qualified personnel. Iridium Holdings competes for such personnel with other companies, academic institutions, government entities and other organizations. In addition, after the proposed acquisition, few of Iridium Holdings’ employees will have equity interests in GHQ. Any loss or interruption of the services of its key personnel could significantly reduce its ability to effectively manage its

operations and meet its strategic objectives, because Iridium Holdings may be unable to find an appropriate replacement, if necessary.

If Iridium Holdings becomes subject to unanticipated foreign tax liabilities, it could materially increase its costs.

Iridium Holdings operates in various foreign tax jurisdictions. Iridium Holdings believes that it has complied in all material respects with its obligations to pay taxes in these jurisdictions. However, its position is subject to review and possible challenge by the taxing authorities of these jurisdictions. If the applicable taxing authorities were to challenge successfully Iridium Holdings’ current tax positions, or if there were changes in the manner in which Iridium Holdings conducts its activities, Iridium Holdings could become subject to material unanticipated tax liabilities. Iridium Holdings may also become subject to additional tax liabilities as a result of changes in tax laws, which could in certain circumstances have retroactive effect.

Risks Associated with the Proposed Acquisition

If the acquisition’s benefits do not meet the expectations of the marketplace, investors, financial analysts or industry analysts, the market price of our securities may decline.

The market price of our common stock may decline as a result of the acquisition if “Iridium Communications Inc.” (the post-acquisition entity) does not perform as expected or if we do not otherwise achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, the marketplace, investors, financial analysts or industry analysts. If such a decline in our stock price occurs, investors may experience a loss and we may not be able to raise future capital, if necessary, in the equity markets.

Upon the consummation of the acquisition, our stockholders will be solely dependent on a single business.

Upon the consummation of the acquisition, our stockholders will be solely dependent upon the performance of Iridium Holdings and its business. Iridium Holdings will be subject to a number of risks that relate generally to the satellite industry and other risks that relate specifically to Iridium Holdings, including the risks relating to its industry and business explained above.

A substantial number of new shares of GHQ common stock will be issued in connection with the acquisition and related transactions, which will result in substantial dilution of our current stockholders and could have an adverse effect on the market price of our shares.

We expect to issue an aggregate of approximately 36.0 million shares of common stock in connection with the acquisition to the current owners of Iridium Holdings and will issue an additional 2.29 million shares of GHQ common stock to Greenhill Europe, a subsidiary of Greenhill, when Greenhill Europe exercises its right to convert the convertible subordinated promissory note into shares of GHQ common stock. As a result of these transactions, the ownership of our existing stockholders is expected to be reduced to approximately 55% and the current owners of Iridium Holdings are expected to own approximately 45% of the outstanding shares of common stock of GHQ following the closing of the acquisition, assuming that (i) no holders of our IPO shares vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, (ii) without regard to the results of the tender offer and (iii) no holders of warrants exercise their rights to acquire GHQ shares.

In addition, we have issued warrants to purchase approximately 46.1 million shares of our common stock to our founding stockholder and in our IPO, all of which warrants are currently outstanding (net of warrants that our founding stockholder has agreed to forfeit upon closing of the acquisition). The warrants issued in our IPO will become exercisable upon the later of February 14, 2009 and the completion of our initial business combination, although such warrants may not be exercised unless we have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. The warrants issued to our founding stockholder will become exercisable upon the later of February 14, 2009 and the completion of our initial business combination, in each case if the last sales price of our common stock equals or

exceeds $14.25 per share for any 20 trading days within any 30-trading-day period beginning 90 days after such initial business combination and there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.

Sales of substantial numbers of shares of GHQ common stock issued upon the exercise of the warrants in the public market could adversely affect the market price of such shares and warrants. All of the sellers and we and our affiliates have agreed to a one-year “lock-up” for the shares of our common stock they will hold following the closing of the acquisition, except for underwritten secondary offerings approved by our Board of Directors anytime after six months from the closing of the acquisition.

If the stock incentive plan proposal is approved by our stockholders, GHQ will reserve 8.0 million shares of our common stock for the grant of incentive stock options, nonqualified stock options, stock appreciation rights and other stock-based awards (which includes restricted stock, restricted stock units and performance-based awards payable both in cash and in shares of our common stock) to eligible individuals under the plan. Exercise of the stock options and stock rights by the eligible individuals will have a dilutive effect on our current stockholders and may adversely affect the market price of our shares of common stock.

The holders of our common stock issued in our IPO may vote against the proposed acquisition and exercise their rights to convert their shares to cash, thereby reducing the cash available to fund the acquisition and related transactions and provide working capital for Iridium Holdings after the acquisition.

The holders of our IPO shares have certain rights to convert their IPO shares into cash in connection with the completion of our initial business combination. The actual per share conversion price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes payable on such interest, which shall be paid from the trust account, and net of interest income of up to $5.0 million on the trust account balance previously released to us to fund our working capital requirements), calculated as of two business days prior to the completion of the acquisition, divided by the total number of IPO shares.

If the holders of no more than 30% (minus one share) of the IPO shares vote against the acquisition and properly exercise their conversion rights, the acquisition may be completed (if our certificate, share issuance and stock incentive plan proposals are approved and the other conditions to closing the acquisition are satisfied or waived) but any cash required to convert the IPO shares would reduce the cash balances available to us to purchase any of our common stock in the tender offer, prepay certain Iridium Holdings debt, pay transaction expenses and conduct Iridium Holdings’ business after completion of the acquisition.

Registration rights granted to the owners of Iridium Holdings may have an adverse effect on the market price of our common stock.

We have agreed to enter into a registration rights agreement as a condition to the closing of the acquisition to provide the Sellers who receive shares of our common stock at the closing of the acquisition certain rights to register those shares of common stock under the Securities Act. Pursuant to that registration rights agreement, we will be required to file a shelf registration statement as soon as reasonably practicable from the closing of the acquisition and related transactions, with a view to such registration statement becoming effective six months from the date of the closing of the acquisition. Certain holders of the registration rights, subject to certain limitations, may exercise a demand registration right in order to permit such holders to sell their registrable shares of common stock in an underwritten public offering from the shelf registration statement. Additionally, whenever we propose to register any of our securities under the Securities Act, holders of registration rights will have the right to request the inclusion of their registrable shares of common stock in such registration.

The resale of shares of our common stock in the public market upon exercise of these registration rights could adversely affect the market price of our common stock or impact our ability to raise additional equity capital.

Because our initial stockholders and directors will not participate in liquidation distributions if we do not complete a business combination by February 14, 2010, our initial stockholders, directors and management team may have conflicts of interest in approving the proposed acquisition of Iridium Holdings.

Our initial stockholders have waived their rights to receive any liquidation proceeds with respect to the founding stockholders’ shares if we fail to complete a business combination by February 14, 2010 and thereafter liquidate. Accordingly, their shares of GHQ common stock and warrants to purchase GHQ common stock will be worthless if we do not complete the acquisition of Iridium Holdings or another business combination by February 14, 2010. Because Messrs. Bok, Niehaus and Rodriguez have ownership interests in Greenhill and consequently an indirect ownership interest in our founding stockholder and us, they also have a conflict of interest in determining whether Iridium Holdings is an appropriate target business for us and our stockholders. These ownership interests may influence their motivation in identifying and selecting Iridium Holdings as an appropriate target business for our initial business combination and in timely completing the acquisition of Iridium Holdings. The exercise of discretion by our officers and directors in identifying and selecting one or more suitable target businesses may result in a conflict of interest when determining whether the terms, conditions and timing of the acquisition of Iridium Holdings are appropriate and in our stockholders’ best interest. For a more detailed discussion of these interests, see “Interests of Certain Persons in the Acquisition.”

The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the acquisition may result in a conflict of interest when determining whether such changes to the terms of the acquisition or waivers of conditions are appropriate and in our stockholders’ best interest.

In the period leading up to the closing of the acquisition, events may occur that, pursuant to the transaction agreement, would require us to agree to further amendments to the transaction agreement, to consent to certain actions taken by Iridium Holdings or to waive rights that we are entitled to under the transaction agreement. Such events could arise because of changes in the course of Iridium Holdings’ business, a request by Iridium Holdings to undertake actions that would otherwise be prohibited by the terms of the transaction agreement or the occurrence of other events that would have a material adverse effect on Iridium Holdings’ business and would entitle us to terminate the transaction agreement. In any of such circumstances, it would be discretionary to us, acting through our board of directors, to grant our consent or waive our rights. The existence of the financial and personal interests of the directors described in the preceding risk factor may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for us and what he may believe is best for himself in determining whether or not to take the requested action.

If Iridium Holdings has breached any of its representations, warranties or covenants set forth in the transaction agreement, we may not have a remedy for losses arising therefrom.

None of Iridium Holdings, its owners or any other persons will indemnify us for any losses we realize as a result of any breach by Iridium Holdings of any of its representations, warranties or covenants set forth in the transaction agreement. Moreover, none of representations, warranties or pre-closing covenants of Iridium Holdings contained in the transaction agreement will survive the closing of the acquisition, so our rights to purse a remedy for breach of any such representations, warranties or pre-closing covenants will terminate upon the closing of the acquisition.

If any of the Sellers have breached any of their representations, warranties or covenants set forth in the transaction agreement, our remedies for losses may be limited and we may be limited in our ability to collect for such losses.

Each Seller has agreed to indemnify us for breaches of its individual representations, warranties and covenants, subject to certain limitations, including that each Seller’s maximum liability for all indemnification claims against it will not exceed the sum of (i) the cash consideration received by such Seller and (ii) the product of the number of shares of our common stock received by such Seller and $10. Except for the pledge arrangements we have entered into with the sellers of the “blocker” holding companies (described below), there are no escrow or other similar arrangements with any of the Sellers and, in the event we suffer losses from a breach of a Seller’s representations, warranties or covenants, there can be no assurances that such Seller will have the cash consideration or shares of our common stock received by such Seller, or other available assets, to compensate us for our losses.

Certain Sellers under the transaction agreement hold their interests in Iridium Holdings shares via “blocker” corporations, and in those circumstances we are purchasing ownership of those “blocker” corporations

(Baralonco and Syncom) instead of directly purchasing the Iridium Holdings units held by such “blocker” corporations. After the closing of the acquisition, Baralonco and Syncom will become wholly-owned subsidiaries of GHQ. Each of the sellers of Baralonco and Syncom have agreed to indemnify GHQ for the pre-closing tax liabilities of Baralonco and Syncom respectively, subject to certain limitations. The maximum liability for the seller of Syncom shall not exceed $3 million and the maximum liability for the seller of Baralonco shall not exceed $15 million. In support of their respective indemnity obligations under the transaction agreement, the seller of Syncom has agreed to pledge 300,000 shares of GHQ common stock it will receive at closing for a period of nine months post-closing and the seller of Baralonco has agreed to pledge 1.5 million shares of GHQ common stock it will receive at closing for a period of two years post-closing. These pledged shares may not fully cover all pre-closing tax liabilities of Baralonco and Syncom.

The transaction costs associated with our proposed acquisition of Iridium Holdings will be substantial, whether or not this acquisition is completed.

We have already incurred significant costs, and expect to incur significant additional costs, associated with our proposed acquisition of Iridium Holdings, whether or not this acquisition is completed. These costs will reduce the amount of cash otherwise available for the payment of Iridium Holdings debt and other corporate purposes. We estimate that we will incur direct transaction costs of approximately $12.3 million associated with the acquisition of Iridium Holdings and related transactions. There is no assurance that the actual costs may not exceed these estimates.

The completion of the acquisition could result in disruptions in business, loss of clients or contracts or other adverse effects to Iridium Holdings’ business operations.

The completion of the acquisition may cause disruptions, including potential loss of clients and other business partners, in the business of Iridium Holdings, which could have material adverse effects on the combined post-closing company’s business and operations. Although we believe that Iridium Holdings’ business relationships are and will remain stable following the acquisition, Iridium Holdings’ clients and other business partners, in response to the completion of the acquisition, may adversely change or terminate their relationships with GHQ following the closing of the acquisition, which could have a material adverse effect on the business of Iridium Holdings or GHQ following the closing of the acquisition.

The completion and timing of the acquisition is subject to the receipt of approvals from government entities.

Completion of the acquisition is conditioned upon, among other things, the receipt of certain regulatory approvals, including from the FCC and antitrust approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, which was obtained on October 10, 2008. There is no assurance that we will receive the necessary approvals or satisfy the other conditions to the completion of the acquisition. Failure to complete the proposed acquisition would prevent GHQ from realizing the anticipated benefits of the acquisition. Moreover, the terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of GHQ’s business following the closing of the acquisition. We can provide no assurance that these conditions, terms, obligations or restrictions will not result in the delay or abandonment of the acquisition. See “Proposal I – The Acquisition – Regulatory Matters” on page 85.

The price of our common stock after the acquisition might be less than what you originally paid for your shares of common stock prior to the acquisition.

The market price of our common stock may decline as a result of the acquisition if, among other things:

the market for common shares of companies in Iridium Holdings’ industry is volatile;

Iridium Holdings does not perform as expected;

there are mergers, consolidations or strategic alliances in the satellite industry;

market conditions in the satellite industry fluctuate;

we do not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts;

the effect of the acquisition on our financial results is not consistent with the expectations of financial or industry analysts; or

the capital markets are in a distressed state.

Accordingly, stockholders may experience a loss as a result of a decreasing stock price and we may not be able to raise future capital, if necessary, in the equity markets.

We do not have any operations, and Iridium Holdings has never operated as a public company. Fulfilling Iridium Holdings’ obligations as a public company after the acquisition will be expensive and time consuming.

Iridium Holdings, as a private company, has not been required to prepare or file periodic and other reports with the SEC under applicable federal securities laws, to comply with the requirements of the federal securities laws applicable to public companies, or to document and assess the effectiveness of its internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Although we have maintained disclosure controls and procedures and internal controls over financial reporting as required under the federal securities laws with respect to our activities, we have not been required to establish and maintain such disclosure controls and procedures and internal controls over financial reporting as will be required with respect to a public company with substantial operations. Under Sarbanes-Oxley and the related rules and regulations of the SEC, we will be required to implement additional corporate governance practices and adhere to a variety of reporting requirements and accounting rules. Compliance with these obligations will require significant time and resources from our management and our finance and accounting staff and will significantly increase our legal, insurance and financial compliance costs. As a result of the increased costs associated with being a public operating company after the acquisition, the operating income as a percentage of revenue of Iridium Holdings’ operations will likely be lower after the acquisition than if it had remained a private company.

The loss of key executives could adversely affect our operations up to and following the closing of the acquisition.

The success of the acquisition will be dependent upon the continued service of a relatively small group of our key executives consisting of Mr. Bok, our Chairman and Chief Executive Officer, Mr. Niehaus, our Senior Vice President and Mr. Rodriguez, our Chief Financial Officer. Following the closing of the acquisition, we expect the current Iridium Holdings executive management team to remain with the company post-closing. The unexpected loss of the services of one or more of these executives could adversely affect our ability to manage the business going forward and to manage our operations following the closing of the acquisition.

Claims for indemnification by our officers and directors may reduce the funds available to satisfy successful third-party claims against us and may reduce the amount of money in the trust account.

Under our certificate, we have agreed to indemnify our officers and directors against a variety of expenses (including attorneys’ fees) to the fullest extent permitted under Delaware law.

We will seek to have all vendors, service providers and prospective target businesses or other entities with which we execute agreements waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders. However, there is no guarantee that such entities will agree to waive any claims they may have in the future or, even if such entities agree to waive such claims, that such waiver would be enforceable. Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public stockholders. To date, the only vendors and/or service providers who have not executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account are

Eisner LLP , Ernst & Young LLP and Duff & Phelps. The amounts not covered by waivers of any right, title, interest or claim to any monies held in the trust account are not material.

Our founding stockholder has agreed that it will be liable to us if and to the extent claims by third parties reduce the amounts in the trust account available for payment to our stockholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to us, by a third party with which we entered into a contractual relationship following consummation of our IPO or by a prospective target business, except (i) as to any claimed amounts owed to a third party who executed a waiver (even if such waiver is subsequently found to be invalid and unenforceable), or (ii) as to any claims under our indemnity of Banc of America Securities LLC of our IPO offering against certain liabilities, including liabilities under the Securities Act. We believe that our board of directors would be obligated to pursue a potential claim for reimbursement from our founding stockholder pursuant to the terms of its agreements with us if it would be in the best interest of our stockholders to pursue such a claim. Such a decision would be made by a majority of our disinterested directors based on the facts and circumstances at the time.

Risks Associated with Our Organizational Structure After the Acquisition of Iridium Holdings

We may not acquire 100% of Iridium Holdings.

Approximately 99.5% of the unitholders of Iridium Holdings have signed the transaction agreement. Since holders of Iridium Holdings units who have not entered into the transaction agreement will not be entitled to participate in the closing of the acquisition, GHQ will not acquire 100% ownership of Iridium Holdings at the closing of the acquisition. Accordingly, in the event we are not successful in acquiring the remaining interest in Iridium Holdings following the closing of the acquisition, Iridium Holdings might not be wholly owned by GHQ.

After we complete our proposed acquisition of Iridium Holdings, our only material assets will be the units of Iridium Holdings, and we will accordingly be dependent upon distributions from Iridium Holdings to pay our expenses and taxes.

After the completion of the acquisition, we will be a holding company and will conduct all of our operations through our subsidiary, Iridium Holdings and its subsidiaries. We will have no material assets other than our direct ownership of Iridium Holdings’ units, and no independent means of generating revenue. To the extent we need funds and Iridium Holdings is restricted from making distributions under applicable law or regulation or any other agreement, or is otherwise unable to provide such funds, we may have difficulty meeting our corporate obligations, which would materially adversely affect our business, liquidity, financial condition and results of operations.

Greenhill Europe might elect not to convert the note.

In the event Greenhill Europe does not elect to convert the note, the note will continue to accrue interest at the rate of 5% per annum, beginning April 24, 2009, and would be repayable by Iridium Holdings upon the maturity date, which is October 24, 2015, or upon Iridium Holdings’ election to redeem the note in accordance with its terms.

Risks Associated with a Failure to Complete the Proposed Acquisition

If our proposals are not approved or if stockholders holding 30% or more of the IPO shares vote against the acquisition proposal and properly exercise their conversion rights, we may ultimately be forced to liquidate, in which case you may receive less than $10.00 per share for your common stock and your warrants may expire worthless.

If our proposals are not approved or if stockholders holding 30% or more of our IPO shares vote against the acquisition proposal and properly exercise their rights to convert their IPO shares into cash, our acquisition of Iridium Holdings will not be completed and we will not convert any IPO shares into cash. While we will continue to search for a suitable target business, a failure to complete the proposed acquisition of Iridium Holdings could negatively impact the market price of our common stock and may make it more difficult for us to attract another

acquisition candidate and any future acquisition candidates may use our time constraints to our detriment in negotiating acquisition terms.

If we do not complete a business combination by February 14, 2010, we will be required to liquidate. In any liquidation, the net proceeds of our IPO held in the trust account, plus any interest earned thereon, will be distributed on a pro rata basis to the holders of our IPO shares. If we are required to liquidate, the per-share liquidation value to be distributed to the holders of our IPO shares may be less than $10.00 if the expenses of the IPO, our general and administrative expenses and the costs of seeking an initial business combination are greater than the interest accrued on the proceeds deposited in the trust account until the date of liquidation. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our outstanding warrants are not entitled to participate in a liquidation distribution and the warrants will therefore expire worthless if we liquidate before completing an initial business combination. As a result, purchasers of our warrants will not receive any money for such warrants in the event of our liquidation.

We may have insufficient time or funds to complete an alternate business combination if the acquisition proposal is not adopted by our stockholders or the acquisition is otherwise not completed.

Pursuant to our certificate, we must liquidate and dissolve if we do not complete a business combination with a business having a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions) at the time of such business combination, by February 14, 2010. If the acquisition is not approved by our stockholders, we will not complete the acquisition and may not be able to consummate an alternate business combination within the required time frame, either due to insufficient time or insufficient operating funds.

If we are required to liquidate, our stockholders may be held liable for third parties’ claims against us to the extent of distributions received by them following our liquidation.

If we have not completed an initial business combination by February 14, 2010, our corporate existence will cease except for the purposes of winding up our affairs and dissolving our corporate existence. Under Delaware law, stockholders of a dissolved corporation may be held liable for claims by third parties against the corporation to the extent of distributions received by those stockholders in the dissolution. However, if the corporation complies with certain procedures intended to ensure that it makes reasonable provision for all claims against it, the liability of stockholders with respect to any claim against GHQ is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder. In addition, if the corporation undertakes additional specified procedures, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidation distributions are made to stockholders, any liability of stockholders would be barred with respect to any claim on which an action, suit or proceeding is not brought by the third anniversary of the dissolution (or such longer period directed by the Delaware Court of Chancery). While we intend, if we have not completed an initial business combination by February 14, 2010, to adopt a plan of dissolution making reasonable provision for claims against us in compliance with Delaware law, we do not intend to comply with these additional procedures, as we instead intend to distribute the balance in the trust account to our public stockholders as promptly as practicable following termination of our corporate existence. Accordingly, any liability our stockholders may have could extend beyond the third anniversary of our dissolution. We cannot assure you that any reserves for claims and liabilities that we believe to be reasonably adequate when we adopt our plan of dissolution will suffice. If such reserves are insufficient, stockholders who receive liquidation distributions may subsequently be held liable for claims by creditors of the company to the extent of such distributions.

Risks Associated with Our Securities

We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders.

Subject to there being an effective registration statement covering the shares of common stock issuable upon the exercise of the warrants and a current prospectus relating to them is available, we may redeem the warrants

issued in our IPO at any time after the warrants become exercisable, in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, and if and only if, the last sale price of our common stock equals or exceeds $14.25 per share for any 20 trading days within a 30-trading-day period ending three business days before we send the notice of redemption. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants or (iii) to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise their warrants and causing such warrants to be practically worthless.

No warrant will be exercisable and we will not be obligated to issue shares of common stock unless we have (i) a registration statement under the Securities Act and (ii) a current prospectus relating to the common stock issuable upon exercise of the warrant and that common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so, and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise whether by net cash settlement or otherwise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Failure to complete the acquisition could negatively impact the market price of our common stock and may make it more difficult for us to attract another acquisition candidate, resulting, ultimately, in the disbursement of the trust proceeds, causing stockholders to experience a loss on their investment.

If the acquisition is not completed for any reason, we may be subject to a number of material risks, including:

the market price of our common stock may decline to the extent that the current market price of our common stock reflects a market assumption that the acquisition will be consummated;

costs related to the acquisition, such as legal and accounting fees and the costs of the opinion issued in connection with the acquisition, must be paid even if the acquisition is not completed; and

charges will be made against our earnings for transaction-related expenses, which could be higher than expected.

Such decreased market price and added costs and charges of the failed acquisition, together with the history of failure in consummating an acquisition, may make it more difficult for us to attract another target business, resulting, ultimately, in the disbursement of the trust proceeds, causing stockholders to experience a loss on their investment in our securities.

The NYSE Alternext U.S. may delist our securities, which could make it more difficult for our stockholders to sell their securities and subject us to additional trading restrictions.

Our securities are currently listed on the NYSE Alternext U.S. We intend to seek to have our securities approved for listing on the NYSE following completion of the acquisition. We cannot assure you that our securities will continue to be listed on the NYSE Alternext U.S., as we might not meet certain continued listing standards such as income from continuing operations, or that our securities will be approved for listing on the NYSE. Additionally, until such time as we voluntarily delist from the NYSE Alternext U.S. in connection with our acquisition of Iridium

Holdings, the NYSE Alternext U.S. may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If we fail to have our securities listed on the NYSE and the NYSE Alternext U.S. delists our securities from trading, we could face significant consequences including:

limited availability for market quotations for our securities;

reduced liquidity with respect to our securities;

a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock; and

a decreased ability to issue additional securities or obtain additional financing in the future.

Risks Associated with the Planned Tender Offer

A stockholder is not guaranteed to be able to sell all of its shares to us as part of the tender offer.

We intend to commence a tender offer, which will conclude concurrently with the closing of the acquisition, to repurchase up to 11.4 million shares of our common stock at a price of $10.50 per share, reduced by a number of shares equal to the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their shares of GHQ common stock divided by the per share conversion price. Because there are 40,000,000 shares of our common stock outstanding that are not held by our initial stockholders, who have agreed not to tender any shares, it is possible that the tender offer will be oversubscribed. In such an event, we will purchase the shares pro rata, which means that each stockholder who accepts the offer will have only a portion of such stockholder’s shares bought by us. Consequently, a stockholder cannot be assured that it will be able to sell all of its shares to us as part of the tender offer.

We may encounter delays in commencing or completing the tender offer.

We will be required to file a Schedule TO and an offer to purchase with the SEC in connection with our planned tender offer, and the tender offer will be made only pursuant to the terms of such filed materials. Such tender offer will be effected in compliance with the requirements of Rule 13e-4 under the Exchange Act, and all other applicable securities laws and regulations. While we plan to commence the tender offer as soon as practicable and legally permissible following the special meeting, there can be no assurance that we will not encounter delays in commencing or completing the tender offer as a result of our need to comply with applicable securities laws.

Our repurchase of our common stock pursuant to our planned tender offer could reduce the liquidity of the trading market for our common stock.

The tender of a significant number of outstanding shares of common stock to us in the tender offer would decrease the number of outstanding shares available for sale in the public market and therefore could adversely affect the liquidity of the trading market for our common stock. Such diminished liquidity could have an adverse effect on the market price of our common stock following the completion of the tender offer.

Forward-looking statements may prove inaccurate.

We have made forward-looking statements in this proxy statement about GHQ, Iridium Holdings and GHQ following the closing of the acquisition that are subject to risks and uncertainties. Forward-looking statements include the information regarding:

· revenue enhancements	· capital spending
· capital productivity	· the timetable for completing the acquisition
· returns on capital employed	· launch of the new satellite system

The sections in this document that have forward-looking statements include “Summary Term Sheet, ” “Questions and Answers About the Acquisition,” “Summary,” “Selected Historical and Pro Forma Financial Data,” “The Acquisition—Background of the Acquisition,” and “Selected Unaudited Pro Forma Condensed Combined Financial Statements”. Our forward-looking statements are also identified by such words as “anticipates,” “believes,” “estimates,” “expects,” “intends” or similar expressions.

For those statements, we claim the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.

In making these statements, we believe that our expectations are based on reasonable assumptions. Yet you should understand that the following important factors (some of which are beyond GHQ’s and Iridium Holdings’ control), in addition to those discussed elsewhere in this proxy statement and in the documents that we have incorporated by reference, could affect the future results of GHQ and Iridium Holdings following the closing of the acquisition. These factors could also cause the results or other outcomes to differ materially from those expressed in our forward-looking statements:

Economic and Industry Conditions

·	materially adverse changes in economic or industry conditions generally or in the markets served by our companies

·	product and raw material prices, fluctuations in exchange rates and currency values

·	capital expenditure requirements

Political/Governmental Factors

·	political stability in relevant areas of the world, as affected by war, civil unrest or terrorism

·	political developments and law and regulations, such as legislative or regulatory requirements, particularly concerning environmental matters, telecommunications and national security matters

Technology Advances

·	the development and use of new technology

Operating Factors

·	changes in operating conditions and costs

·	interest rates

·	access to capital markets

Transaction or Commercial Factors

·	the process of, or conditions imposed in connection with, obtaining regulatory approvals for the acquisition.

PROPOSAL I – APPROVAL OF THE ACQUISITION

General

We are furnishing this document to holders of GHQ common stock in connection with the solicitation of proxies by GHQ’s board of directors at the special GHQ stockholders’ meeting, and at any adjournments or postponements of the meeting.

Transaction Description

The transaction agreement provides for the acquisition of 99.5% of Iridium Holdings’ outstanding units with Iridium Holdings continuing as a subsidiary of GHQ. After the transaction, GHQ will rename itself “Iridium Communications Inc.” We have attached a copy of the transaction agreement as Annex A to this proxy statement which is incorporated in this proxy statement by reference. We urge you to read the transaction agreement in its entirety because it is the legal document governing the acquisition.

Blocker Entity Acquisition

Baralonco N.V. and Syncom-Iridium Holdings Corp. currently own approximately 35% and 13.6% of Iridium Holdings’ outstanding units, respectively. Rather than acquire the Iridium Holdings units owned by each of Baralonco and Syncom, pursuant to the transaction agreement, GHQ has agreed to purchase all of the capital stock of Baralonco and Syncom. Upon the closing of the acquisition, both Baralonco and Syncom will become wholly owned subsidiaries of GHQ.

Baralonco was formed as a privately held limited liability company in the Netherlands Antilles in 1978 with the purpose of making investments. From its formation and until 2000, it made investments in the United States oil and gas industry. In 2000, Baralonco made its first investment in Iridium Holdings. Baralonco is owned by Baralonco Limited which is currently owned and controlled by Khalid bin Abdullah bin Abdulrahman, a national and subject of the Kingdom of Saudi Arabia. Since the divestiture of all its other investments during 2008, the only activity of Baralonco has been its ownership of Iridium Holdings units.

Syncom is a Delaware corporation and has not engaged in any activities since its formation other than the ownership of the Iridium Holdings units. Syncom is wholly owned and controlled by Syndicated Communications Venture Partners IV, L.P.

Pursuant to the transaction agreement, Baralonco and Syncom have agreed to indemnify GHQ for pre-closing tax liabilities. Please see page 115 for more information regarding Baralonco’s and Syncom’s indemnification obligations.

Background of the Acquisition

The terms of the transaction agreement and related documents are the result of arm’s-length negotiations between our representatives and those of Iridium Holdings. The following is a brief discussion of the background of these negotiations and the proposed acquisition.

We are a blank check company and were incorporated in Delaware on November 2, 2007 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets, which we refer to as our initial business combination.

On November 13, 2007, our founding stockholder, Greenhill, purchased an aggregate of 11,500,000 founder’s units (each one consisting of one share of common stock and one warrant to purchase one share of common stock) for $25,000 in cash, at a purchase price of approximately $0.003 per unit. On January 10, 2008, we cancelled 1,725,000 units, which were surrendered by our founding stockholder in a recapitalization, leaving our founding stockholder with a total of 9,775,000 units (of which 1,275,000 were subject to forfeiture). On February 1, 2008, our founding stockholder transferred at cost an aggregate of 150,000 of these founder’s units to Messrs. Canfield, Clarke and Rush, each of whom is a director, in connection with their agreement to serve as a director. On March 27, 2008, following the expiration of the over-allotment option of the underwriters of our IPO, 1,275,000 founder’s

units were forfeited pursuant to the terms of the applicable purchase agreement in order to maintain our initial stockholders’ approximately 17.5% ownership interest in our common stock after giving effect to the IPO.

The registration statement for our IPO was declared effective February 14, 2008. We consummated our IPO of 40 million units on February 21, 2008. Each unit consisted of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $7.00 per share, subject to adjustment. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $400 million. On February 21, 2008, we also consummated at private placement of 8.0 million warrants to our founding stockholder at $1.00 per warrant with an exercise price of $7.00 per share, generating gross proceeds of $8.0 million. A total of approximately $400 million, including $375.6 million of the initial public offering proceeds net of the underwriters’ discounts and commissions and offering expenses, $16.4 million of deferred underwriting discounts and commissions and $8.0 million from the sale of warrants to our founding stockholder, was placed into a trust account at Wachovia Securities, LLC, with the American Stock Transfer & Trust Company serving as trustee. Except for a portion of the interest income permitted to be released to us, the proceeds held in trust will not be released from the trust account until the earlier of the completion of our initial business combination and our liquidation. Based on our certificate of incorporation, up to a total of $5.0 million of interest income, subject to adjustment, may be released to us to fund our working capital requirements and additional interest income may be released to fund tax obligations. For the period from inception to September 30, 2008, approximately $2.7 million has been released to us in accordance with these terms. As of September 30, 2008, the balance in the trust account was approximately $402.3 million.

Prior to our IPO, neither GHQ nor any of its officers, directors, advisors, consultants or affiliates contacted any prospective target business or engaged in any substantive discussions, formal or otherwise, with respect to a business combination with us. Nor did we seek, nor did we engage or retain any agent or other representative, to identify or locate any suitable acquisition candidate, conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

After our IPO, our officers and directors commenced an active search for prospective businesses and assets to acquire in our initial business combination. Our efforts in identifying prospective target businesses have not been limited to a particular industry. Instead, we focused on various industries and target businesses in the United States and Europe that would provide significant opportunities for growth. Representatives of GHQ were contacted by numerous individuals and entities who offered to present ideas for acquisition opportunities, including investment bankers and other members of the financial community. Our officers and directors and their affiliates also brought to our attention target business candidates. During this search process, GHQ reviewed more than 190 acquisition opportunities and entered into detailed discussions with three possible target businesses (or their representatives). Two of the potential target companies were engaged in the alternative asset management (hedge fund) industry. In both cases, representatives of GHQ approached representatives of the companies directly and engaged in discussions regarding the asset management industry, their respective businesses and valuation trends of comparable companies. We decided to approach both companies because of our direct relationships with principals of those businesses, as well as their favorable performance relative to the overall asset management industry. Ultimately, as valuation levels in the asset management industry declined dramatically in spring of 2008, we decided to abandon discussions with these potential targets. The third potential target company was engaged in the packaging industry and was introduced to us by an investment banker representing the company. After discussing the opportunity and potential transaction structures with the investment banker, in May 2008 we were unable to agree to a price level at which both parties were willing to move forward and we decided to abandon further discussions. We ultimately determined to abandon each of our other potential acquisition opportunities either because we concluded that the target business or the terms of a potential business combination would not be a suitable acquisition for GHQ or because of lack of interest of the possible target businesses and their owners, particularly in comparison to the acquisition of Iridium Holdings.

GHQ initially became aware of the opportunity to potentially acquire Iridium Holdings when contacted by Michael J. Price, a senior managing director of Evercore Partners, one of Iridium Holdings’ financial advisors. Evercore Partners and Fieldstone Partners had been retained by Iridium Holdings to assist in raising capital and will be paid a fee by Iridium Holdings upon the closing of the acquisition. No other “finders’ fees” will be paid as a result of the acquisition. As part of the capital raising effort, representatives of Evercore and Fieldstone approached various private equity firms and special purpose acquisition companies (“SPACs”). The amount of cash and

industry focus of SPACs was publicly available on various databases. In addition, Evercore and Fieldstone were aware that Greenhill had made successful investments in communications companies and had expertise and interest in this industry.

On April 28, 2008, Scott L. Bok, our chief executive officer, spoke with Mr. Price regarding Iridium Holdings as a potential acquisition candidate for GHQ. Mr. Price indicated that Iridium Holdings was currently in discussions with a private equity firm regarding a minority investment in Iridium Holdings, but that it would be interested in gauging GHQ’s interest in acquiring Iridium Holdings in order to provide it with access to a larger amount of growth capital and a publicly traded currency, as well as providing Iridium Holdings’ owners with greater liquidity going forward.

On May 1, 2008, we entered into a confidentiality agreement with Iridium Holdings and thereafter we received certain background materials from Evercore Partners and Iridium Holdings.

On May 5, 2008, representatives of GHQ, including Mr. Bok, Robert H. Niehaus, Ulrika Ekman and James Babski met with members of Iridium Holdings’ management, including Matthew J. Desch, its chief executive officer, Eric Morrison, its chief financial officer, and Don Thoma, its executive vice president, marketing, and representatives of Iridium Holdings’ financial advisors, Evercore Partners, including Mr. Price and Daniel Mendelow, at GHQ’s offices in New York to discuss a potential acquisition of Iridium Holdings.

Over the next two weeks, various conversations took place between representatives of GHQ and members of Iridium Holdings’ management and its financial advisors where information and materials were exchanged to assist GHQ in gaining a better understanding of Iridium Holdings’ business. During this time, GHQ was given access to Iridium Holdings’ electronic data room and began to review the information made available in the data room.

On May 22, 2008, Messrs. Bok, Niehaus and Babski and Ms. Ekman met with Messrs. Desch, Morrison and Thoma and representatives of Iridium Holdings’ financial advisors at GHQ’s offices in New York to learn more about Iridium Holdings’ business and operations and to continue discussions regarding a potential acquisition of Iridium Holdings.

On May 29, 2008, after analysis of the information provided by Iridium Holdings to date, Mr. Bok gave an oral indication to Mr. Price of GHQ’s interest in purchasing Iridium Holdings for an equity value of $435 million (plus assumption of debt), consisting of $150 million of cash and $285 million of GHQ’s common stock (valued at $10.00 per share). As part of this indication, Greenhill offered to forfeit approximately 1.4 million and 8.4 million of its founding stockholder’s shares and founding stockholder’s warrants, respectively. Mr. Bok also indicated that GHQ would be willing to compensate those holders of Iridium Holdings who facilitated a tax basis step-up in the assets of Iridium Holdings in an unspecified amount, subject to confirming the value of such a step-up to GHQ.

Subsequent to providing this oral indication of interest to Iridium Holdings, a representative of Evercore Partners contacted Messrs. Bok and Niehaus to clarify that two significant owners of Iridium Holdings would only agree to a transaction if GHQ would purchase the holding companies owned by each of them that in turn held their interests in Iridium Holdings (which we refer to as the blocker entities). Messrs. Bok and Niehaus agreed to such a structure, subject to conducting satisfactory accounting and tax due diligence on the blocker entities GHQ was being asked to purchase.

On June 4, 2008, certain members of Iridium Holdings’ board of directors met to consider certain strategic alternatives being considered by the company and its owners, including a review of the oral indication of interest from GHQ. The members discussed the pros and cons of signing a deal with a private equity investor or a SPAC. Representatives of Iridium Holdings then indicated to GHQ that its proposal, while interesting to Iridium Holdings, was too low.

On June 10, 2008, Messrs. Bok and Niehaus communicated to Mr. Price a revised indication of interest to purchase Iridium Holdings for $442.5 million equity value (plus assumption of debt), consisting of $150 million of cash and $292.5 million of GHQ’s common stock (valued at $10.00 per share). Additionally, GHQ included details in its revised indication of interest of a management incentive plan to be put in place after closing of the acquisition. This incentive plan consisted of 1.8 million options to purchase GHQ’s common stock at $10.50 per share and 1.8

million options to purchase GHQ’s common stock at $14.25 per share. Greenhill also made the same offer to forfeit securities it owned as in the May 29th proposal.

Representatives of Iridium Holdings then advised GHQ that Iridium Holdings was continuing to consider a proposal from a private equity firm which had previously been made, pursuant to which that firm would invest $100 million in convertible debt securities of Iridium Holdings. Representative of Iridium Holdings explained that while that offer was for a considerably smaller amount of total capital than GHQ’s offer, certain of Iridium Holdings’ unitholders were very interested in receiving more cash in a transaction that could be consummated more quickly than the proposed transaction with GHQ.

During the week of June 16, 2008, in a series of conversations, Messrs. Bok and Niehaus and Messrs. Price and Mendelow discussed the possibility of a joint transaction with a third-party private equity investor making an initial minority equity investment in Iridium Holdings to provide certain of the unitholders of Iridium Holdings with near-term liquidity which would be used in part to meet tax obligations in respect of Iridium Holdings.

On June 20, 2008, Mr. Bok sent a letter to Mr. Desch communicating a revised offer of $470 million equity value (plus assumption of debt), consisting of $100 million of cash and $370 million of GHQ’s common stock (valued at $10.00 per share). The revised offer included a management incentive plan to be put in place after closing of the acquisition consisting of 2.0 million options to purchase shares of GHQ’s common stock at $10.50 per share and 2.0 million options to purchase shares of GHQ’s common stock at $14.25 per share. All other terms remained the same as in the June 10th proposal. Greenhill also offered to forfeit 4.0 million private placement warrants, in addition to the securities forfeitures it had offered previously.

On June 24, 2008, the Iridium Holdings’ board of directors met to review and evaluate various proposals. Iridium Holdings’ board expressed a desire to couple a minority investment with the GHQ transaction.

During the last week of June and through the end of July, representatives of GHQ and Iridium Holdings had discussions with five private equity firms about the possibility of making a minority equity investment in Iridium Holdings to address the concerns of the Iridium Holdings’ unitholders regarding their upcoming tax obligations. The discussions involved the consideration of possible equity and debt investments ranging from $22.9 million to $100 million and at equity valuations for Iridium Holdings ranging from $408 million to $480 million. When it became apparent that the parties involved were not going to be able to reach agreement on the proposed terms of any such investment or, in the case of some of the private equity firms, that an investment in Iridium Holdings did not meet their investment criteria, representatives of GHQ also held discussions with our founding stockholder about the possibility of it making an initial investment in Iridium Holdings. Ultimately, because it was clear that Iridium Holdings’ unitholders were otherwise unwilling to consider GHQ’s proposal, our founding stockholder, through one of its wholly-owned subsidiaries, agreed to invest up to $22.9 million in Iridium Holdings in the form of a convertible note at an equity valuation for Iridium Holdings of $460 million, which is the same equity valuation for Iridium Holdings represented by the cash and GHQ common stock consideration to be made in the acquisition.

In June 2008, GHQ engaged Davis Polk & Wardwell and Covington & Burling LLP as its legal advisors on legal and regulatory matters and Ernst & Young to assist with accounting and tax matters. These advisors began to conduct due diligence investigations, reviewing materials in the data room and discussing various matters with representatives of Iridium Holdings.

On June 30, 2008, Messrs. Bok, Niehaus and Babski and Ms. Ekman met with senior members of management of Iridium Holdings at Iridium Holdings’ headquarters in Bethesda, Maryland to get an update on Iridium Holdings’ business and operations and to conduct on-site business due diligence.

On June 30, 2008, Iridium Holdings’ financial advisors provided GHQ with an initial draft of a transaction agreement for the proposed acquisition of Iridium Holdings. Over the course of the next several weeks, GHQ, Iridium Holdings and our respective legal advisors negotiated the terms of the transaction agreement and related transaction documents.

On July 3, 2008, our board of directors met to receive an update from Messrs. Bok, Niehaus and Babski and Ms. Ekman on the discussions with Iridium Holdings. Mr. Bok provided an overview of Iridium Holdings, its

business and operating history, and compared the opportunity to certain potential acquisitions GHQ had considered previously. Mr. Niehaus provided a summary of the mobile satellite services industry and Iridium Holdings’ major competitors. Mr. Babski provided a preliminary review of Iridium Holdings’ valuation, including a comparison to the public market valuation of its primary competitors. Ms. Ekman provided a review of legal issues relating to the acquisition and a summary of remaining issues and next steps. At the meeting, our board of directors authorized our management team to continue pursuing a possible acquisition of Iridium Holdings.

On July 10, 2008, Mr. Babski, together with representatives from Ernst & Young, conducted on-site business and accounting due diligence at the offices of Iridium Holdings in Tempe, Arizona.

Discussions between representatives of Iridium Holdings and GHQ regarding the merits and the value of GHQ’s proposal continued during July and August. On July 23, 2008, representatives of GHQ communicated to representatives of Iridium Holdings a revised offer of $460 million for the equity of Iridium Holdings (plus assumed debt), consisting of $22.9 million of cash to be invested by Greenhill in the form of a convertible note, $77.1 million of cash from GHQ, and $360 million of GHQ’s common stock (valued at $10.00 per share). GHQ also offered to pay $30 million to those owners of Iridium Holdings who facilitated a step-up in the tax basis of the assets of the company as part of the transaction. Greenhill also offered to forfeit approximately 1.4 million founding stockholder’s shares, 8.4 million founding stockholder’s warrants and 2.0 million private placement warrants upon consummation of the acquisition.

On July 28, 2008, Mr. Bok sent a letter to Iridium Holdings’ board of directors reiterating GHQ’s interest in consummating a transaction and the benefits of partnering with GHQ, including various financial benefits of the transaction for Iridium Holdings and its unitholders, GHQ’s affiliation with Greenhill and the track record of investing and public market success of GHQ’s and Greenhill’s employees.

On July 30, 2008, Iridium Holdings’ board of directors met to consider certain strategic alternatives being considered by the company and its owners. The Iridium Holdings’ board discussed the difficulty of coupling the GHQ transaction with a minority investment. The board decided Iridium Holdings should pursue the GHQ transaction and minority investment as separate transactions. Messrs. Bok and Niehaus were given the opportunity to present the merits of a SPAC transaction with GHQ. In addition, a representative from a private equity firm was given the opportunity to present the merits of a minority investment.

On July 31, 2008, our board of directors met to receive an update from Messrs. Bok and Niehaus on the discussions with Iridium Holdings and to discuss the terms and conditions of the proposed acquisition of Iridium Holdings

On August 4, 2008, Iridium Holdings board of directors met to receive an update from Messrs. Desch and Morrison and John S. Brunette, Iridium Holdings’ Chief Legal and Administrative Officer on the discussions with GHQ. Iridium Holdings’ board determined it should concentrate its time and resources on the proposed transaction with GHQ.

Over the next two weeks, representatives of GHQ, Ernst & Young and Davis Polk & Wardwell conducted due diligence on the blocker entities. GHQ continued to conduct its business due diligence on Iridium Holdings. Representatives of GHQ and Iridium Holdings also began to discuss communications and public relations matters in anticipation of being able to reach agreement on the proposed acquisition.

On August 12, 2008, our board of directors retained Duff & Phelps to provide an opinion as to the fairness, from a financial point of view, to the holders of GHQ common stock (other than Greenhill) of the consideration to be paid in the acquisition and whether Iridium Holdings had a fair market value equal to at least 80% of the balance in our trust account (excluding deferred underwriting discounts and commissions). Representatives of Duff & Phelps began their review of the acquisition.

On August 26, 2008, Iridium Holdings’ board of directors met to receive an update on the status of negotiations with GHQ.

On September 3, 2008, GHQ engaged Banc of America Securities LLC to provide certain services related to coordinating and facilitating meetings with institutional investors and other parties after announcement of the acquisition should the parties reach agreement. Banc of America Securities agreed to provide its services without compensation and will be paid deferred underwriting commissions upon completion of the acquisition in connection with its role as sole bookrunning manager and as an underwriter in our initial public offering.

On September 4, 2008, Messrs. Bok, Niehaus and Babski and Ms. Ekman, Daniel Colussy, Iridium Holdings’ Chairman, Messrs. Desch and Brunette, Messrs. Price and Mendelow, representatives of Baralonco and Syncom, the blocker entities, as well as representatives of the parties’ legal advisors met at the offices of Evercore Partners in New York to negotiate outstanding issues on the transaction agreement and related transaction documents. During the period following that meeting through September 22, 2008, the parties and their respective legal advisors worked to finalize the drafts of the transaction agreement and related transaction documents.

On September 11, 2008, our board of directors met to receive an update from Messrs. Bok and Niehaus on the discussions with Iridium Holdings and an update on its business. Ms. Ekman also discussed the material terms and conditions of the proposed acquisition of Iridium Holdings. Representatives from Duff & Phelps also presented their preliminary analysis regarding the acquisition with our board of directors.

On September 19, 2008, Iridium Holdings’ board of directors met to approve the transaction agreement with GHQ and other related documents.

On September 22, 2008, our board of directors met to consider approval of the proposed acquisition of Iridium Holdings and related transactions. At this meeting, Duff & Phelps provided its fairness presentation and orally delivered its opinion, confirmed by delivery of a written opinion dated September 22, 2008, to our board of directors subject to the qualifications, limitations and assumptions set forth therein that as of that date, the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view to the holders of GHQ’s common stock (other than Greenhill) and Iridium Holdings has a fair market value equal to at least 80% of the balance in GHQ’s trust account (excluding deferred underwriting discounts and commissions). See “Summary of the Duff & Phelps Opinion.”

After review and discussion, the members of our board unanimously approved the transaction agreement and related transaction documents, determined that it was advisable and in the best interests of GHQ and our stockholders to consummate the acquisition and other transactions contemplated by the transaction agreement and related transaction documents and determined to recommend the approval of the acquisition to our stockholders, subject to the negotiation of the final terms of the transaction agreement and the related transaction documents. Our board of directors also determined that Iridium Holdings has a fair market value that will represent at least 80% of the estimated balance of the trust account (excluding deferred underwriting discounts and commissions) at the time of the proposed acquisition and that upon consummation of the acquisition and related transactions, we would own at least 50.1% of the voting equity interests of Iridium Holdings – two requirements for an initial business combination under our amended and restated certificate of incorporation.

On September 22, 2008, after the financial markets closed in New York, the parties executed the transaction agreement and related transaction documents.

On September 23, 2008, GHQ and Iridium Holdings issued a press release announcing the proposed acquisition of Iridium Holdings by GHQ and related transactions and filed the press release and the investor presentation with the SEC. Following the filing of the press release and the investor presentation with the SEC, GHQ and Iridium Holdings held a conference call for analysts, investors and other interested parties and, following the call, filed a copy of the transcript of the call with the SEC.

On October 3, 2008, GHQ made its notification filing under the HSR Act, and on October 6, 2008, Iridium Holdings made its notification filing under the HSR Act. On October 10, 2008, GHQ and Iridium Holdings received notice from the FTC of the early termination of the waiting period under the HSR Act applicable to the acquisition.

On October 21, 2008, GHQ and Iridium Holdings jointly filed an application with the FCC seeking its approval of the transfer of control of certain of Iridium Holdings’ affiliates and subsidiaries and the transfer of licenses and

Factors Considered by the Iridium Holdings Board in Approving the Acquisition

authorizations held by such affiliates and subsidiaries. On November 26, 2008, the FCC issued a Public Notice announcing the filing of the Applications, summarizing the information contained therein, and inviting petitions to deny, oppositions and other comments by third parties with respect to the Applications.

On December 29, 2008, Cornell and ICG filed comments with respect to the Applications. The commenters did not oppose the proposed transfer of control of Iridium Holdings but asked the FCC to adopt certain conditions in connection with its grant of the Applications. Also on December 29, 2008, Globalstar License filed a petition to deny the Applications.

In the course of determining to enter into the transaction agreement with GHQ, the Iridium Holdings board of directors, in consultation with Iridium Holdings’ senior management and with Iridium Holdings’ financial and legal advisors, considered a number of factors, including the following:

Iridium Holdings’ unitholders will have significant ownership of GHQ following the acquisition;

Iridium Holdings’ unitholders will receive shares in a publicly-traded company;

the amount of cash Iridium Holdings’ unitholders will receive pursuant to the acquisition (including the cash distributions permitted prior to the closing);

the additional compensation to be received by Iridium Holdings’ unitholders (other than Baralonco and Syncom) for the step-up in tax basis of Iridium Holdings’ assets;

the amount of cash that Iridium Holdings will receive from GHQ’s trust account, which will be sufficient to pay off all of Iridium Holdings’ indebtedness;

a traditional initial public offering or other public capital markets transaction would be difficult in the near future;

the transaction provides for public ownership of Iridium Holdings without the management distraction, business interruption and underwriting fees incurred in an initial public offering;

the amount of funds available in GHQ’s trust account was larger than the proposed investments from potential private equity investors;

the proceeds from future exercise of the outstanding GHQ warrants will provide a potential funding resource to offset the costs associated with Iridium NEXT;

the willingness of Greenhill Europe to invest $22.9 million into Iridium Holdings in the form of a convertible note and the willingness of Greenhill to forfeit certain shares and warrants received as sponsor of GHQ; and

the business and financial expertise of Greenhill.

The Iridium Holdings board of directors also considered a variety of risks and other potentially negative factors concerning the acquisition, including the following:

the risks and costs to Iridium Holdings if the acquisition does not close, including the diversion of management time, and the potential effect on business and customer relationships;

Factors Considered by the GHQ Board in Approving the Acquisition

the restrictions on the conduct of Iridium Holdings’ business prior to the completion of the acquisition, generally requiring Iridium Holdings to conduct its business only in the ordinary course, subject to specific limitations, which could impact Iridium Holdings’ ability to undertake business opportunities that may arise pending completion of the acquisition that have not been expressly addressed in the transaction agreement; and

the fact that, while the acquisition is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the acquisition will be satisfied, and, as a result, it is possible that the acquisition may not be completed.

In seeking out candidates for our initial business combination, our board of directors and management considered a variety of criteria to identify a potential opportunity including the following (not listed in any particular order):

financial condition and historical results of operations;

growth potential;

profit margin and cash flow conversion opportunities;

experience and skill of management;

reputation and quality of management team and brand;

capital requirements;

stage of development of the business and its products or services;

existing distribution arrangements and the potential for geographic and product expansion;

degree of current or potential market acceptance of the products or services;

competitive dynamics in the industry within which the target business competes;

proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

impact of regulation on the business;

costs associated with effecting the business combination;

industry leadership, sustainability of market share and attractiveness of market sectors in which target business participates;

degree to which GHQ and Greenhill investment professionals have investment experience in the target business’s industry; and

ability of GHQ and Greenhill to add value post business combination.

These criteria were not intended to be exhaustive, but our board of directors and management believed that these considerations should be of particular importance.

In evaluating the potential acquisition of Iridium Holdings, our board of directors considered a wide range of business, financial and other factors and believes that the non-exhaustive list below, which are all of the material factors considered by our board of directors, strongly supports its determination to approve the acquisition and related transactions. Our board of directors did not consider it practicable to, nor did it attempt to, quantify or

otherwise assign relative weights to the specific factors that it considered in reaching its decision. In addition, individual members of our board of directors may have given different weight to different factors.

Business Factors

High-quality business. Iridium Holdings delivers reliable, secure, real-time, mission-critical communications services to and from areas where landlines and terrestrial-based wireless services are either unavailable or unreliable. Iridium Holdings’ constellation consists of 66 low-earth-orbiting, cross-linked satellites operating as a fully meshed network and supported by eight in-orbit spares. Based on information provided by Raymond James, Iridium Holdings is the second largest provider of mobile satellite services and related equipment with an estimated 23% market share of the principal industry players in 2007, based on revenues. GHQ believes that Iridium Holdings’ management has developed a successful business model which provides ample opportunity for further organic growth.

History of strong growth. Iridium Holdings has experienced strong growth in recent years, having grown its revenues and subscriber base at compound annual rates of 31% and 32%, respectively, between December 31, 2002 and December 31, 2007. Additionally, since most newly added subscribers generate service revenue over an extended period after they initiate service, Iridium has in-place a significant base of recurring revenues.

Attractive, industrial-focused business model with diversified revenue streams. Iridium Holdings benefits from a highly diverse subscriber base, comprising U.S. and foreign governments, corporations in many industries and individuals. The company’s business model is focused on business customers (as opposed to consumers) and therefore requires less sales, marketing and customer care expenditures, and supports a wide range of value-added applications globally, rather than simply providing consumer voice and data services. Additionally, the subscriber base is geographically diverse and often uses Iridium Holdings’ services for mission-critical applications, providing a buffer against economic conditions in any particular region.

Compelling growth opportunities. Iridium Holdings has several attractive opportunities for additional growth, including: (i) further building its presence in machine-to-machine (“M2M”) data services; (ii) selling its services in new geographic markets including China, Russia, India and Mexico where its satellites provide coverage, but where it currently is not licensed to actually sell its services; (iii) exploiting new regulatory mandates in aviation, fisheries, homeland security and marine transportation; (iv) capturing market share from competitors such as Globalstar; (v) increasing the range of its DoD applications to include embedded devices for asset and target tracking and intelligence; and (vi) expanding new products and services through Iridium Holdings’ network of distributors and Iridium Holdings’ own research and development (e.g., Iridium Holdings’ Iridium OpenPort marine communications system and its advanced iGPS system, which is being developed in conjunction with the Boeing Company and the DoD).

Growing marketplace for mobile satellite services. Iridium Holdings competes in a market which is growing rapidly and where there is significant potential for additional penetration of the existing market. A significant number of applications into which Iridium Holdings’ services are integrated contain both cellular and satellite capabilities, which provide services when ordinary cellular coverage is unavailable or unreliable. In a 2008 report, Northern Sky Research estimated that mobile satellites services wholesale revenues are expected to grow at a compound annual growth rate of 13% in the five year period between 2007 and 2011.

Growing mobile satellite services market share. Iridium has expanded its market share in the mobile satellite services market from 9% in 2001 to 23% in 2007, primarily at the expense of its larger competitor, Inmarsat.

Low cost, highly scalable subscriber acquisition model. Iridium Holdings has primarily utilized a wholesale distribution model and sold its products and services through service providers, value added resellers, value-added manufacturers and value-added developers. Iridium Holdings has relationships with nearly 235 such partners. These value-added relationships often provide solutions to specific vertical

markets such as aviation, trucking, military and maritime. Because these partners understand the unique needs of their target markets and spend significant time and resources integrating Iridium Holdings’ services into those offerings, incremental applications and, consequently, new subscriber additions are made at very low incremental cost to Iridium Holdings.

High barriers to entry. Iridium Holdings operates a low-earth-orbiting constellation of 66 satellites with worldwide coverage. Building this type of infrastructure not only requires significant upfront capital expenditures, but also significant lead time (six to eight years) from conceptualization to launch. In addition, launching and operating a satellite network requires procuring a number of regulatory and governmental licenses and approvals. These include securing orbital slots, spectrum rights, DoD approvals and rocket launch approvals. Additionally, Iridium Holdings’ roster of clients and partners, built over the course of many years, serves as a significant barrier to entry for any new entrant. The combination of Iridium Holdings’ relationship with the DoD and its network of distributors would be extremely difficult to replicate.

Experienced management team. Led by CEO Matthew Desch, who joined Iridium Holdings in 2006, senior management has significant experience in the telecommunications and satellite space and has been successful in leading Iridium Holdings to profitability over the last several years. The team consists of several senior executives hired by Mr. Desch since 2006 and others who have been involved in the Iridium project since its conception under the Motorola umbrella.

Development of the “Iridium NEXT” system. Iridium Holdings has begun planning its next generation satellite network (“Iridium NEXT”) that will enable increased capabilities. This new system is currently under development by Iridium Holdings system engineers in conjunction with a number of experienced aerospace companies. Iridium NEXT will be built using similar architecture to Iridium Holdings’ existing satellite constellation, while adding incremental capabilities to support new products and services. Iridium NEXT will be backward compatible with Iridium Holdings’ current handsets and devices, and will also interface new devices that can deliver more bandwidth and end-to-end IP technology to subscribers.

Significant subscriber stickiness. Iridium Holdings handsets retail for $1,200-1,500, creating significant switching costs for traditional voice subscribers. Voice systems also are often installed on vessels or aircraft, which require significant expense to replace the installed system with a competitor’s system. Iridium Holdings’ fast-growing M2M business also enjoys significant subscriber stickiness since Iridium Holdings devices are often integrated into expensive machinery such as military equipment, sophisticated monitoring devices or heavy machinery and are generally much smaller than devices offered by competitors. Moreover, regulations requiring certain types of service providers (maritime and aviation) to utilize satellite communication/tracking devices are being adopted, further bolstering Iridium Holdings’ subscriber growth.

Opportunities to benefit from access to capital markets. Access to capital through the public equity market should enable Iridium Holdings’ management team to execute Iridium Holdings’ objectives for expansion of its existing facilities and to capitalize on acquisition opportunities to expand the scope of scale of its operations.

Financial Factors

Attractive purchase price relative to comparable public companies. The transaction enterprise valuation of $591 million implies a multiple of 5.5x annualized first-half 2008 operational earnings before interest, taxes, depreciation and amortization or EBITDA. Iridium Holdings’ closest comparable, Inmarsat, at the time the acquisition was approved by our board of directors, traded at approximately 14.8x annualized first-half 2008 EBITDA and as of January 12, 2009, at 9.7x. While Inmarsat is a larger entity and has less imminent capital needs, we believe the proposed transaction represents an attractive investment entry point. In addition, we believe that Iridium Holdings is growing at a faster pace than its competitors, including Inmarsat, Globalstar, Thuraya and Orbcomm.

Strong earnings momentum. Iridium Holdings has recently been experiencing strong growth, having added 46,303 new subscribers in the six months ending June 30, 2008, reaching a subscriber count of 280,471. Consequently, Iridium Holdings has also experienced record revenues and earnings. For the 6 months ending June 30, 2008, Iridium Holdings reported revenues of $156.0 million (up 31% from the same period in 2007) and operational EBITDA of $53.5 million (up 55% from the same period in 2007). As a result of the company’s largely fixed operating cost model, as recent subscriber additions begin generating service revenues, we expect that a significant portion of those incremental revenues will be converted into profits.

Fixed operating cost structure. A large portion of Iridium Holdings’ operating costs are fixed in nature, which allows a large percentage of any incremental revenues to be converted into pre tax profits. Therefore, similar to other satellite services providers, as Iridium Holdings grows its revenues, a significant portion of that growth will be converted into profits by virtue of this operating leverage.

Significant Cash Flow. Given that the fixed costs of the current satellite constellation have essentially already been paid for, each incremental dollar of revenue generates significant profit for Iridium Holdings, and given its low level of debt, generates significant free cash flow.

The opinion dated September 22, 2008 delivered by Duff & Phelps. Duff & Phelps delivered its opinion dated September 22, 2008 to our board of directors subject to the assumptions, limitations and qualifications set forth therein that as of the date of the opinion, the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view, to the holders of GHQ’s common stock (other than Greenhill) and the fair market value of Iridium Holdings is equal to at least 80% of the balance in GHQ’s trust account (excluding deferred underwriting discounts and commissions). The full text of Duff & Phelps’s opinion dated September 22, 2008 is attached to this proxy statement as Annex F. See also “Summary of the Duff & Phelps Opinion.”

Other Factors

Continuing ownership of Iridium Holdings owners. The current owners of Iridium Holdings will receive and hold shares of GHQ in the transaction, reflecting their continued support for Iridium Holdings.

Alignment of interests between Iridium Holdings unitholders and our stockholders. As a result of the acquisition, the holders of Iridium Holdings’ units are expected to collectively own approximately 45% and GHQ’s existing stockholders are expected to collectively own approximately 55% of the outstanding shares of common stock of the combined entity, assuming that (i) no holders of our IPO shares vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, (ii) without regard to the results of the tender offer and (iii) no holders of warrants exercise their rights to acquire GHQ shares.

Favorable due diligence outcome. GHQ and its advisors conducted a significant amount of due diligence on Iridium Holdings, and the results of the due diligence effort were favorable.

Negative factors

Our board of directors also considered certain negative factors associated with the proposed acquisition and related transactions but determined that the positive factors cited above strongly outweighed these negative factors. The negative factors considered by the GHQ board included:

Potential for operational issues. Due to the nature of the complexity of the operation of satellites and telephony systems, there is a potential for disruptions and failures that could result in lost revenue and significant repair costs. GHQ has conducted investigations and analyses with the aid of internal and external data and believes that the current constellation will have a full complement of 66 operational satellites until approximately 2014, when Iridium Holdings plans to begin launching new satellites under its Iridium NEXT program. This continued service is expected to be provided by a combination of the existing 66 operational satellites and eight spare satellites already launched in a storage orbit. Additionally, Iridium Holdings believes the constellation can be operated with fewer than 66 satellites while experiencing some level of service degradations until Iridium NEXT launches are conducted. Certain in-

orbit failures can also be mitigated by the implementation of software solutions which can be uploaded to satellites after failures. Iridium Holdings’ satellites have not been subject to the kinds of failures which have caused Globalstar’s system to lose its functionality, in part because Iridium Holdings’ satellites, which orbit the earth at lower altitudes than Globalstar’s satellites, are less exposed to radiation. However, there can be no assurance that satellites will not fail faster than expected.

Costs and risks related to building new satellite constellation (Iridium NEXT). In order to replace its existing constellation, Iridium Holdings must undertake the design, construction and launch of a new constellation of satellites. Iridium Holdings estimates the total cost of this effort at approximately $2.7 billion. While Iridium Holdings is currently working with two potential providers to design a satellite constellation at this price level, the design process is still at an early stage and the ultimate total cost of the project cannot be predicted. Iridium Holdings believes it can offset a portion of this cost by contracting with third parties to include secondary payloads on the new satellites. These third parties would offset the costs of the new satellites either through contributions to construction and launch costs, or in the form of incremental service revenues to Iridium Holdings. Iridium Holdings anticipates funding a large part of the costs of this new system from internally generated cash flows and secondary payloads, with the remainder from outside financing. However, to the extent the cost of the system increases or secondary payload opportunities do not materialize, additional funding may be required. We also considered the risks associated with the launch of new satellites, which we weighed against the fact that (i) Iridium Holdings and its predecessor experienced no launch failures in the launch of its first generation of satellites (ii) the smaller size of Iridium Holdings’ satellites compared to geostationary satellites implies reduced launch risk.

Projected growth in new M2M subscribers is unproven. A large portion of Iridium Holdings’ future growth in revenues and profits is dependent upon the addition of significant numbers of new M2M subscribers. This market is currently seeing rapid growth, both in the commercial and government markets, and Iridium Holdings believes its truly global coverage and low-latency network has a significant competitive advantage. However, to the extent growth in the M2M marketplace slows or other companies launch competing offerings, Iridium Holdings’ growth may be adversely impacted by a combination of lower subscriber additions and/or lower pricing.

Competitors launching new constellations and potentially developing other technologies. Iridium Holdings is currently gaining subscribers as a result of the degraded service quality of certain of its competitors. Globalstar’s satellites have experienced higher than expected space radiation and have lost a significant degree of their functionality. While we do not, given its current financial position, know whether Globalstar can raise the funds to do so, Globalstar is planning on launching initial replacement satellites to be in operation by 2010, which will improve its service and allow it to further compete with Iridium Holdings. Additionally, Inmarsat has launched next-generation data-capable GEO satellites which will provide additional competition, though focused more on applications not requiring a low-latency low earth orbit constellation. To the extent competitors are able to finance, build and launch these new satellites and provide improved service, Iridium Holdings may experience some slowdown in new subscriber additions. While Iridium Holdings does not believe there are any land-based technologies currently in use or in development which pose a significant competitive challenge to its business model, we cannot exclude the possibility that there are one or more competing new technologies that will emerge in the long term.

DoD revenue concentration risk. The DoD generated approximately 19% of Iridium Holdings’ revenues in the first 6 months of 2008. Additionally, Iridium Holdings believes it gains significant credibility with customers, vendors and financing sources as a result of its anchor customer relationship with the DoD. The DoD has invested significantly in its dedicated gateway to the Iridium Holdings network, and continues to invest significant sums in new product/service development for use on the Iridium Holdings network. However, if the DoD were to develop its own low-earth-orbiting communications network, or switch more of its service to other providers, it would have an adverse effect on Iridium Holdings’ business. Iridium Holdings believes the DoD has no such plans.

Satellite sector history may limit public investor attractiveness. Historically, the satellite services sector has suffered from numerous business failures and bankruptcies. Iridium Holdings’ network was built with

approximately $3.4 billion of capital and was acquired in 2000 for $25 million. Other satellite companies that have experienced similar issues historically include Globalstar, Orbcomm and Loral Space & Communications Inc. Iridium Holdings believes that many of these failures occurred because the initial business model focused on the consumer sector and that its current focus on government and industrial subscribers through a wholesale sales model is significantly more profitable because of lower subscriber acquisition costs, lower churn and higher average revenue per unit or “ARPU” resulting from the mission-critical nature of the applications utilizing Iridium Holdings’ network.

Lack of public reporting capability. Iridium Holdings’ corporate staff, who will become employees of GHQ at the closing of the acquisition, does not to our knowledge have experience with the requirements of public reporting since Iridium Holdings is a private company. After the completion of the acquisition, we will need to build new reporting capabilities for Iridium Holdings to meet the requirements of a publicly traded company.

Limited remedies if Iridium Holdings breaches the transaction agreement. None of Iridium Holdings, its owners or any other persons will indemnify us for any losses we realize as a result of any breach by Iridium Holdings of any of its representations, warranties or covenants set forth in the transaction agreement. Moreover, none of the representations, warranties or pre-closing covenants of Iridium Holdings contained in the transaction agreement will survive the closing of the acquisition, so our rights to purse a remedy for breach of any such representations, warranties or pre-closing covenants will terminate upon the closing of the acquisition.

Regulatory approvals. Our board of directors considered the regulatory approvals required to complete the proposed transactions and the risk that governmental authorities and third parties might seek to impose unfavorable terms or conditions on the required approvals or that such approvals may not be obtained at all. Our board of directors further considered the potential length of the regulatory approval process.

GHQ Senior Management Team and Board of Directors

Upon the closing of the acquisition, the current senior management of Iridium Holdings will become the senior management of GHQ. The senior management team will be comprised of the following:

Matthew J. Desch, Chief Executive Officer

Eric Morrison, Chief Financial Officer

John S. Brunette, Chief Legal and Administrative Officer

Greg Ewert, Executive Vice President, Global Distribution Channels

John Campbell, Executive Vice President, Government Programs

Don Thoma, Executive Vice President, Marketing

John Roddy, Executive Vice President, Ground Operations and Product Development

Lee Demitry, Executive Vice President, “Iridium NEXT”

Immediately following the closing of the acquisition, our board of directors plans to expand the size of our board of directors and to appoint the following individuals to GHQ’s board of directors:

Matthew J. Desch, current chief executive officer of Iridium Holdings

Alvin B. Krongard, current member of Iridium Holdings’ board of directors

Steven Pfeiffer, current member of Iridium Holdings’ board of directors

Admiral Dennis Blair, current member of Iridium Holdings’ board of directors

Recommendation of the GHQ Board; Additional Considerations of the GHQ Board

Terry Jones, current member of Iridium Holdings’ board of directors

J. Darrel Barros, representative of Syncom

Immediately following the closing of the acquisition, Kevin P. Clarke, one of our existing directors, will resign as a director. Admiral Dennis Blair had been nominated by the Obama Administration to serve as Director of National Intelligence. If confirmed, it is expected that Admiral Dennis Blair will not be able to serve on our board of directors.

At its meeting on September 22, 2008, GHQ’s board of directors unanimously:

determined that the acquisition, the transaction agreement, the amendments to GHQ’s certificate and the related transactions are advisable, fair to and in the best interests of GHQ and its stockholders;

approved the transaction agreement and the transactions contemplated thereby (including the acquisition of Iridium Holdings by GHQ), the amendments to GHQ’s certificate, the registration rights agreement and the pledge agreements and other related transactions; and

determined to recommend that stockholders of GHQ approve and adopt the transaction agreement and the acquisition, including the amendments to the certificate and the issuance of GHQ common shares in the acquisition.

In approving the transaction and making these recommendations, GHQ’s board of directors consulted with its outside legal counsel, and it carefully considered the following material factors:

all the reasons described above under “Factors Considered by the GHQ Board in Approving the Acquisition,” including the added capital and management expertise available to Iridium Holdings;

information concerning the business, assets, capital structure, financial performance and condition and prospects of GHQ and Iridium Holdings, focusing in particular on the quality of Iridium Holdings’ assets and operations;

the possibility, as alternatives to the acquisition, of pursuing an acquisition of or an initial business combination with a firm other than Iridium Holdings and the GHQ board’s conclusion that a transaction with Iridium Holdings is more feasible, and is expected to yield greater benefits, than the likely alternatives. The GHQ board reached this conclusion for various reasons, including Iridium Holdings’ interest in pursuing a transaction with GHQ, GHQ’s view that the transaction could be acceptably completed from a timing and regulatory standpoint, and GHQ management’s assessment of the alternatives and the expected benefits of the acquisition and compatibility of the companies, as described under “Factors Considered by the GHQ Board in Approving the Acquisition” above;

the anticipated growth opportunities available to Iridium Holdings and the limited number of competitors in the satellite telephony and services industry;

the composition and strength of the expected senior management of GHQ following the closing of the acquisition;

the likelihood of the enhancement of the strategic position of GHQ following the acquisition;

the fact that GHQ stockholders would hold approximately 55% of the outstanding shares of GHQ after the acquisition, assuming that (i) no holders of shares of our common stock issued in our IPO (“IPO shares”) vote against the acquisition proposal and properly exercise their rights to convert their shares into cash, (ii) without regard to the results of the tender offer and (iii) no holders of warrants exercise their rights to acquire GHQ shares;

Summary of the Duff & Phelps Opinion

the opinion of Duff & Phelps that, subject to the assumptions, limitations and qualifications set forth therein, as of the date of its opinion the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view, to the holders of GHQ’s common stock (other than Greenhill) and Iridium Holdings has a fair market value equal to at least 80% of the balance in GHQ ‘s trust account (excluding deferred underwriting discounts and commissions). See section entitled “Summary of the Duff & Phelps Opinion”;

the challenges of successfully completing the acquisition and the attendant risks of not achieving the expected cost savings, other financial and operating benefits or improvement in earnings, and of diverting management focus and resources from other strategic opportunities and from operational matters for an extended period of time;

that, while the acquisition is likely to be completed, there are risks associated with obtaining necessary approvals, and, as a result of certain conditions to the completion of the acquisition, it is possible that the acquisition may not be completed even if approved by the GHQ stockholders (see “The Transaction Agreement—Conditions to the Closing of the Acquisition”); and

the terms and structure of the acquisition and the terms and conditions of the transaction agreement, including the consideration to be paid for the acquisition and the size of the termination fee (see “The Transaction Agreement—Conditions to the Closing of the Acquisition” and “The Transaction Agreement—Termination”).

In view of the number and wide variety of factors considered in connection with its evaluation of the acquisition and the complexity of these matters, GHQ’s board of directors did not find it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In addition, our board of directors did not undertake to make any specific determination as to whether any particular factor was favorable or unfavorable to its ultimate determination or assign any particular weight to any factor, but conducted an overall analysis of the factors described above, including through discussions with and questioning of GHQ’s management and management’s analysis of the proposed acquisition based on information received from GHQ’s legal, financial and accounting advisors. In considering the factors described above, individual members of GHQ’s board of directors may have given different weight to different factors. GHQ’s board of directors considered all these factors together and, on the whole, thought them to be favorable to, and to support, its determination.

The GHQ board of directors engaged Duff & Phelps as an independent financial advisor in connection with the acquisition. Pursuant to its engagement letter dated August 12, 2008, on September 22, 2008, Duff & Phelps rendered its oral opinion (subsequently confirmed in writing as of September 22, 2008) to the GHQ board of directors to the effect that, subject to the assumptions, qualifications and limitations set forth therein, as of September 22, 2008, (i) the consideration to be paid by GHQ in the acquisition is fair, from a financial point of view, to the holders of GHQ’s common stock (other than Greenhill) and (ii) Iridium Holdings has a fair market value equal to at least 80% of the balance in our trust account (excluding deferred underwriting discounts and commissions). The opinion was approved by Duff & Phelps’s internal opinion committee.

Duff & Phelps’s opinion was directed to the GHQ board and only addressed the fair market value of Iridium Holdings and the fairness, from a financial point of view, of the consideration to be paid by GHQ in the acquisition to GHQ stockholders (other than Greenhill), and does not address any other aspect or implication of the acquisition. The full text of Duff & Phelps’s written opinion is included as Annex F to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in preparing its opinion. We encourage you to carefully read the full text of Duff & Phelps’s written opinion. However, neither Duff & Phelps’s written opinion nor the summary of its related analysis is intended to be, and does not constitute advice or a recommendation to any stockholders as to how such stockholder should act or vote with respect to the acquisition.

In connection with its opinion, Duff & Phelps has made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general

economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’s due diligence with respect to the acquisition included, but was not limited to, the items summarized below:

Discussed the operations, financial conditions, future prospects and projected operations and performance of GHQ and Iridium Holdings, respectively, and the acquisition with the management of Iridium Holdings and GHQ.

Reviewed certain publicly available financial statements and other business and financial information of GHQ and Iridium Holdings, respectively, and the industries in which Iridium Holdings operates.

Reviewed certain internal financial statements and other financial and operating data concerning Iridium Holdings, which GHQ and Iridium Holdings have respectively identified as being the most current financial statements available.

Reviewed certain financial forecasts as prepared by the management of GHQ and Iridium Holdings.

Reviewed a draft of the transaction agreement and the exhibits thereto dated September 22, 2008 and the note purchase agreement dated September 12, 2008 and the form of note dated September 22, 2008.

Reviewed the historical trading price and trading volume of GHQ common stock and the publicly traded securities of certain other companies which Duff & Phelps deemed relevant.

Compared the financial performance of Iridium Holdings with that of certain other publicly traded companies that Duff & Phelps deemed relevant.

Compared certain financial terms of the acquisition to financial terms, to the extent publicly available, of certain other business combination transactions that Duff & Phelps deemed relevant.

Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

In performing its analyses and rendering its opinion with respect to the acquisition, Duff & Phelps has with the consent of GHQ:

relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to Duff & Phelps from private sources, including the management of GHQ and Iridium Holdings, and did not independently verify such information;

assumed that any estimates, evaluations and projections (financial or otherwise) furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person or persons furnishing the same;

assumed that the final versions of all documents reviewed by Duff & Phelps in draft form (including, without limitation, the transaction agreement and the note purchase agreement) conform in all material respects to the drafts reviewed;

assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the acquisition will be obtained without any adverse effect on GHQ, Iridium Holdings or the acquisition;

assumed without verification the accuracy and adequacy of the legal advice given by counsel to GHQ and Iridium Holdings on all legal matters with respect to the acquisition and assumed all procedures required by law to be taken in connection with the acquisition have been, or will be, duly, validly and timely taken and that the acquisition will be consummated in a manner that complies in all respects with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable statutes, rules and regulations.

assumed that all of the conditions required to implement the acquisition will be satisfied and that the acquisition will be completed in accordance with the transaction agreement, without any amendments

thereto or any waivers of any terms or conditions thereof, and assumed that all representations and warranties of each party to the transaction agreement are true and correct and that each party will perform all covenants and agreements required to be performed by such party;

assumed that the conditions required to implement the closing of the note purchase agreement will be satisfied and that the note will be issued prior to the closing of the transaction agreement in accordance with the terms of the note purchase agreement, without any amendments thereto or any waivers of any terms or conditions thereof, and, upon the closing of the transaction agreement the note will be exchanged for 2.29 million of the 38.29 million shares of GHQ common stock of the stock consideration to be paid in the acquisition;

assumed that, prior to the closing of the transaction agreement, all of the equity holders of Iridium Holdings are parties to and bound as sellers under the transaction agreement;

assumed that Iridium Holdings will declare and pay a dividend in the aggregate amount of $37.9 million prior to the closing of the acquisition;

assumed that within 90 days following the closing, Iridium Holdings will make a valid, successful election under Section 754 of the Code with respect to the taxable year in which the closing of the acquisition occurs which would result in a tax benefit payment by GHQ of $30 million in the aggregate to sellers (other than the sellers of the equity of Baralonco and Syncom) pursuant to the terms of the transaction agreement; and

has not made any independent evaluation, appraisal or physical inspection of GHQ’s or Iridium Holdings’ solvency or of any specific assets or liabilities (contingent or otherwise).

Duff & Phelps’s opinion should not be construed as a valuation opinion, credit rating, solvency opinion, liquidation analysis, an analysis of either GHQ’s or Iridium Holdings’ credit worthiness or otherwise as tax advice or accounting advice. Duff & Phelps has not been required to, and it did not, (i) negotiate the terms of the acquisition, (ii) recommend the amount of consideration to be paid in the acquisition or (iii) advise the GHQ board or any other party with respect to alternatives to the acquisition. Duff & Phelps has not made and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In Duff & Phelps’s analysis and in connection with the preparation of its opinion, it has made numerous assumptions with respect to industry, performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the acquisition. To the extent that any of the foregoing assumptions or any of the facts on which its opinion is based prove to be untrue in any material respect, Duff & Phelps’s opinion cannot and should not be relied upon. In connection with its opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature of any compensation to any of GHQ’s officers, directors, or employees, or any class of such persons, relative to the consideration to be received by the public stockholders of GHQ in the acquisition, if any, or with respect to the fairness of any such compensation. In addition, Duff & Phelps is not expressing any opinion as to the market price or the value of GHQ’s common stock after the announcement of the acquisition.

Duff & Phelps prepared its opinion effective as of September 22, 2008. Duff & Phelps’s opinion is necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated as of September 22, 2008 and Duff & Phelps disclaimed any undertaking or obligation to update its opinion or advise any person of any change in any fact or matter affecting its opinion which may come or be brought to its attention after September 22, 2008.

In connection with rendering its opinion, Duff & Phelps made a presentation to the GHQ board on September 22, 2008 with respect to the material analyses performed by Duff & Phelps in arriving at its opinion. The following is a summary of that presentation. The summary includes information presented in tabular format. In order to understand fully the financial analyses used by Duff & Phelps, these tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The following

quantitative information, to the extent it is based on market data, is based on market data as it existed at or prior to September 22, 2008, and is not necessarily indicative of current or future market conditions.

The summary of Duff & Phelps’s valuation analyses is not a complete description of the analysis underlying its opinion. The preparation of Duff & Phelps’s opinion was a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of the these methods to the unique facts and circumstances presented. As a consequence, neither Duff & Phelps’s opinion nor its underlying analyses are readily susceptible to partial analysis or summary description.

The implied reference value ranges indicated by Duff & Phelps’s analyses are illustrative and not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analysis relating to the value of assets, businesses or securities does not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of GHQ and Duff & Phelps. Much of the information used in, and accordingly the results of Duff & Phelps’s analyses are inherently subject to substantial uncertainty.

Discounted Cash Flow Analysis

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of an asset. “Present value” refers to the current value of the future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macro economic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Duff & Phelps calculated the net present value of the unlevered, after-tax cash flows of Iridium Holdings from 2008 through 2025 (based upon 2008 and 2009 budget estimates provided by Iridium Holdings and applying growth rates and margins provided by Iridium Holdings to the 2009 budget estimates for the period from 2010 through 2025) and estimated the terminal value of Iridium Holdings by using a commonly accepted perpetuity formula. Such estimates for 2008 revenue and Operational EBITDA were $301.9 million and $104.9 million, respectively, and such estimated compound annual revenue and Operational EBITDA growth rates for the period from 2008-2025 were 9% and 15%, respectively. These estimates are “forward-looking statements” and, especially in light of the recent dramatic changes in the financial, securities, lending and other markets and deterioration in global economic conditions, Iridium Holdings’ actual results may differ materially from the estimates. Please see “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 39.

The terminal value is equivalent to the present value of all cash flows after the projection period. These cash flows were capitalized based on the long-term expected annual growth rate of 2%. In performing this analysis, Duff & Phelps used discount rates ranging from 13.00% to 15.00% which were based on the estimated weighted average costs of capital for GHQ taking into account specific risks due to the funding gap related to Iridium NEXT and the launch of the second generation constellation. Duff & Phelps conducted a discounted cash flow analysis on the financial information described above (the “Initial Case”) and also performed a discounted cash flow analysis using the financial information described above applying a 20% discount to service revenue growth (the “Downside Case”).

The ranges of enterprise values indicated from the discounted cash flow analyses described above were as follows:

Initial Case Discount Rate
15%	14%	13%
$890 million	$1,070 million	$1,300 million

Downside Case Discount Rate
15%	14%	13%
$460 million	$570 million	$720 million

Based on the foregoing, Duff & Phelps derived a reference value range of $675 million to $1,010 million, and noted that the low end of the value range exceeded the implied total transaction value of approximately $635 million derived by Duff & Phelps based on the consideration to be paid or issued and net debt to be assumed in the acquisition.

Selected Public Company Analysis and M&A Transaction Analysis

A selected public company analysis is based upon a comparison of the subject company to publicly held companies with actively traded stock. Duff & Phelps reviewed the current trading multiples of five publicly traded companies in the satellite services sector that it determined to be relevant to its analysis. Duff & Phelps selected the five companies set forth below for the selected public company analysis because these companies operate satellite systems and provide voice, data and tracking services similar to those provided by Iridium Holdings. The five selected companies were:

Globalstar;

Inmarsat;

Orbcomm;

Eutelsat Communications, S.A.; and

SES, S.A.

None of the companies utilized for comparative purposes in the selected public company analysis are identical to Iridium Holdings. Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected companies and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of Iridium Holdings.

For each of the selected public companies Duff & Phelps derived and analyzed the following:

the ratio of such company’s enterprise value to its respective earnings before interest expense, taxes, depreciation and amortization (“EBITDA”) for the last twelve months (“LTM”), its estimated 2008 EBITDA and its estimated 2009 EBITDA; and

the ratio of such company’s enterprise value to its respective revenue for the LTM and its estimated 2008 revenue and its estimated 2009 revenue.

The LTM for purposes of this analysis was as of June 30, 2008. Enterprise value was calculated as the sum of the equity market value (diluted shares outstanding multiplied by the current stock price) and net indebtedness. The following tables set forth the low, median, mean and high values of enterprise value as a multiple of Iridium Holdings revenue and EBITDA performance measures.

Mobile Satellite Services (composed of Globalstar, Inmarsat and Orbcomm)


Ratio of Enterprise value to:	Low	Median	Mean	High
· LTM Revenue	4.48x	5.19x	5.97x	8.24x
· Estimated 2008 Revenue	4.40x	6.27x	6.72x	9.49x
· Estimated 2009 Revenue	2.98x	5.87x	5.87x	8.77x
· LTM EBITDA	14.2x	23.5x	23.5x	32.9x
· Estimated 2008 EBITDA	14.2x	14.2x	14.2x	14.2x
· Estimated 2009 EBITDA	10.3x	11.7x	11.7x	13.0x

Fixed Satellite Services (composed of Eutelsat Communications, S.A. and SES, S.A.)


Ratio of Enterprise value to:	Low	Median	Mean	High
· LTM Revenue	5.86x	6.80x	6.80x	7.73x
· Estimated 2008 Revenue	5.46x	6.13x	6.13x	6.81x
· Estimated 2009 Revenue	5.12x	5.88x	5.88x	6.63x
· LTM EBITDA	8.5x	9.1x	9.1x	9.7x
· Estimated 2008 EBITDA	8.0x	8.3x	8.3x	8.6x
· Estimated 2009 EBITDA	7.4x	7.7x	7.7x	8.1x

Duff & Phelps selected nine merger and acquisition transactions involving target companies that it determined to be relevant to its analysis. Duff & Phelps selected these transactions for the M&A transaction analysis because these transactions involved target companies that operate satellite systems and provide services similar to those provided by Iridium Holdings. None of the transactions utilized for comparative purposes in the selected M&A transaction analysis are identical to the acquisition and accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected transactions and involves complex considerations and judgments.

The nine selected transactions were:

Date Announced	Acquiror Name/Seller
February 12, 2008	Sky Perfect JSAT Corporation/Space Communications Corporation
June 19, 2007	BC Partners/Intelsat Ltd.
December 16, 2006	Loral Space & Communications, Inc./Telesat Canada
October 26, 2006	Sky Perfect Communications, Inc./JSAT Corp.
December 14, 2005	SES Global SA/New Skies Satellite Holdings Ltd.
August 28, 2005	Intelsat Ltd./PanAmSat Holding Corporation
August 16, 2004	Apax, Apollo, Madison Dearborn, Permira/Intelsat Ltd.
June 6, 2004	The Blackstone Group/New Skies Satellites NV
April, 20, 2004	Kohlberg Kravis Robert & Co./PanAmSat Holding Corporation

Duff & Phelps calculated the LTM revenues and EBITDA for each of the target companies (where publicly disclosed) and then calculated the implied enterprise value for each transaction as a multiple of each target’s LTM revenue and EBITDA. The following table sets forth the high, median, mean and low values of enterprise value as a multiple of LTM revenue and EBITDA for each of the transactions:

	Enterprise Value as a Multiple of:
	LTM Revenue	LTM EBITDA
High	8.86x	12.9x
Median	5.13x	8.2x
Mean	5.56x	9.2x
Low	3.30x	7.0x

Duff & Phelps then calculated a range of implied enterprise values for Iridium Holdings by multiplying the LTM operational EBITDA of Iridium Holdings as of June 30, 2008 ($90.4 million) to a selected multiple range of 7.0x to 9.0x LTM operational EBITDA derived from the foregoing analyses. Based on this calculation, Duff & Phelps derived a range of implied enterprise values of $630 million to $810 million for Iridium Holdings and noted that the implied total transaction value of approximately $635 million derived by Duff & Phelps based on the consideration to be paid or issued and net debt to be assumed in the transaction was at the low end of the range.

Based on the implied enterprise value range of $675 million to $1,010 million derived from the discounted cash flow analysis and the implied enterprise value range of $630 million to $810 million derived from the selected public company and M&A transaction analyses, Duff & Phelps derived a range of equity value for Iridium Holdings of $584 million to $844 million and noted that the low end of this range exceeded 80% of the balance in GHQ’s trust account (excluding deferred underwriting discounts and commissions).

Duff & Phelps’s opinion and financial analyses were only one of the many factors considered by the GHQ board in its evaluation of the acquisition and should not be viewed as determinative of the views of the GHQ board. Duff & Phelps’s opinion and financial analysis were not a recommendation as to how the GHQ board should vote or act with respect to the acquisition or any related transaction.

The preceding discussion is a summary of the material financial analyses furnished by Duff & Phelps to the GHQ board, but it does not purport to be a complete description of the analyses performed by Duff & Phelps or of its presentation to the GHQ board. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by Duff & Phelps in its analyses, each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect valuation techniques. Accordingly, Duff & Phelps believes that its analyses and factors must be considered as a whole and that selecting portions of its analyses and of the factors considered by it without considering all analyses and factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps, therefore, is based on the application of Duff & Phelps’s own experience and judgment to all analyses and factors considered by Duff & Phelps taken as a whole.

GHQ selected Duff & Phelps because Duff & Phelps is a leading independent financial advisory firm, offering a broad range of valuation, investment banking services and consulting services, including fairness and solvency opinions, merger and transaction advisory, mergers and transactions due diligence services, financial reporting and tax valuation, fixed asset and real estate consulting, ESOP and ERISA advisory services, legal business solutions, and dispute consulting. Duff & Phelps is regularly engaged in the valuation of businesses and securities and the preparation of fairness opinions in connection with mergers, transactions and other strategic transactions.

Pursuant to Duff & Phelps’s engagement letter, GHQ agreed to pay Duff & Phelps a customary fee of $325,000, which is due and payable as follow: $135,000 was due upon the execution of the engagement letter and $190,000 is due upon stockholder approval of the acquisition. While a significant portion of Duff & Phelps’s fee is contingent upon stockholder approval of the acquisition, no portion of Duff & Phelps’s fees is contingent upon the consummation of a transaction or a conclusion reached in the opinion. The engagement letter also provides that GHQ will reimburse Duff & Phelps for its reasonable out-of-pocket expenses not to exceed $10,000 and for its reasonable fees and expenses of counsel and other advisors not to exceed $50,000 without the prior consent of GHQ, and will indemnify Duff & Phelps, its affiliates and certain related parties for losses related to or arising out of Duff & Phelps’s services as a financial advisor to the GHQ board. In addition, if the stockholders do not approve the acquisition, GHQ has granted Duff & Phelps a right of first refusal to provide a fairness opinion at customary rates for any other initial business combination contemplated by GHQ.

Other than pursuant to this engagement, during the two years preceding September 22, 2008, Duff & Phelps has not had any material relationship with any party to the transaction for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Accounting Treatment

GHQ intends to account for the acquisition under the purchase method of accounting in accordance with the provisions of Statement of Financial Accounting No. 141(R), “Business Combinations.” Under this accounting method, GHQ will record at its fair value the assets of Iridium Holdings less the liabilities assumed, with the excess of the purchase price over the estimated fair value of such net assets reflected as goodwill. GHQ’s statement of income will include the operations of Iridium Holdings after the effective date of the acquisition.

Material U.S. Federal Income Tax Considerations for Holders Exercising Conversion Rights

The following is a summary of material U.S. federal income tax considerations for holders of our IPO shares or warrants who hold their IPO shares as capital assets within the meaning of the Code and exercise their rights to convert their IPO shares into cash if the acquisition is completed.

This discussion does not address all of the U.S. federal income tax considerations that may be relevant to a holder in light of the holder’s particular circumstances, and it does not describe all of the tax consequences that may be relevant to holders subject to special rules, such as:

certain financial institutions;

insurance companies;

dealers and certain traders in securities;

persons holding our IPO shares or warrants as part of a hedge, straddle, conversion transaction or other integrated transaction;

U.S. persons (within the meaning of the Code) whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

persons liable for the alternative minimum tax;

tax-exempt organizations; and

Converting Non-U.S. holders (as defined below) that own, have owned or are deemed to own or have owned: (1) more than 5% of our shares, (2) more than 5% of our warrants, or (3) warrants with a fair market value of more than 5% of the fair market value of our shares.

The following does not discuss any aspect of U.S. federal estate or gift, state, local or non-U.S. taxation. This discussion is based on current provisions of the Code, Treasury regulations, judicial opinions, published positions of the U.S. Internal Revenue Service (the “IRS”) and all other applicable authorities, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion is not intended as and does not constitute tax advice.

If a partnership holds our IPO shares and exercises its conversion rights, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our IPO shares, you should consult your tax advisor.

WE URGE HOLDERS OF OUR IPO SHARES CONTEMPLATING EXERCISE OF THEIR CONVERSION RIGHTS TO CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS THEREOF.

U.S. Holders Converting IPO Shares into a Right to Receive Cash

This section is addressed to U.S. holders of our IPO shares or warrants that convert their IPO shares into the right to receive cash pursuant to the exercise of a conversion right as described in “The Special Meeting ─ Conversion Rights.” For purposes of this discussion, a “Converting U.S. Holder” is a beneficial owner that so converts its IPO shares and is:

a citizen or resident of the United States;

a corporation, or other entity taxable as a corporation, created or organized in, or under the laws of, the United States or any political subdivision of the United States; or

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Except as discussed in the following paragraph, a Converting U.S. Holder will generally recognize capital gain or loss equal to the difference between its tax basis in the IPO share and the amount realized on the conversion. The deductibility of capital losses is subject to limitations. Any capital gain or loss realized on a sale or other disposition of our IPO share will be long-term capital gain or loss if the “holding period” for the IPO share is more than one year. However, because of the conversion right, a Converting U.S. Holder may be unable to include the time period prior to the approval of the acquisition in the holder’s “holding period.”

Cash received upon conversion will be treated as a distribution, however, if the conversion does not effect a meaningful reduction of the Converting U.S. Holder’s percentage ownership in us (including shares such Converting U.S. Holder is deemed to own under certain attribution rules, which provide, among other things, that it is deemed to own any shares that it holds a warrant to acquire). Any such distribution will be treated as a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the conversion right, a Converting U.S. Holder may be unable to include the time period prior to the approval of the acquisition in the holder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Converting U.S. Holder’s basis in the IPO share (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the IPO share. If, taking into account the effect of conversion by other stockholders, the Converting U.S. Holder’s percentage ownership in us is reduced as a result of the conversion by at least 20%, the holder will generally be regarded as having incurred a meaningful reduction in interest. Furthermore, if a Converting U.S. Holder has a relatively minimal stock interest and, such percentage interest is reduced by any amount as a result of the conversion, the Converting U.S. Holder should generally be regarded as having incurred a meaningful reduction in interest. For example, the IRS has ruled that any reduction in a stockholder’s proportionate interest is a “meaningful reduction” if the stockholder owns less than 1% of the shares of a corporation and did not have management control over the corporation.

Holders of IPO shares considering exercising their conversion rights should consult their own tax advisors as to whether conversion will be treated as a sale or as a distribution under the Code and, if a holder actually or constructively owns 5% or more of our IPO shares before conversion, whether such holder is subject to special reporting requirements with respect to such conversion.

Non-U.S. Holders Converting IPO Shares into a Right to Receive Cash

This section is addressed to non-U.S. holders of our IPO shares or warrants that convert their IPO shares into the right to receive cash pursuant to the exercise of a conversion right as described in “The Special Meeting ─ Conversion Rights.” For purposes of this discussion, a “Converting Non-U.S. Holder” is a beneficial owner (other than a partnership) that so converts its IPO shares and is not a Converting U.S. Holder. A “Converting Non-U.S. Holder” does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual should consult his or her own tax advisor regarding the U.S. federal income tax consequences of the conversion.

Conversion by a Converting Non-U.S. Holder generally will be treated as a sale of the IPO share (rather than as a distribution) and will not be subject to U.S. federal income tax. However, cash received upon conversion will be treated as a distribution if the conversion does not effect a meaningful reduction of the Converting Non-U.S. Holder’s percentage ownership in us (including shares such Converting Non-U.S. Holder is deemed to own under certain attribution rules, which provide, among other things, that it is deemed to own any shares that it holds a warrant to acquire). See the discussion above under “U.S. Holders Converting IPO Shares into a Right to Receive Cash.” Any such distribution will generally be subject to U.S. withholding tax at a rate of 30%, unless the Converting Non-U.S. Holder is entitled to a reduced rate of withholding under an applicable income tax treaty.

Non-U.S. holders of IPO shares considering exercising their conversion rights should consult their own tax advisors as to whether conversion of IPO shares will be treated as a sale or as a distribution under the Code as well as the potential applicability of escrow and certification requirements with regard thereto.

U.S. Antitrust. Under the HSR Act and the rules that have been promulgated thereunder by the FTC, the acquisition may not be consummated unless GHQ and Iridium Holdings furnish certain information to the Antitrust Division and the FTC and specified waiting period requirements have been satisfied. Pursuant to the requirements of the HSR Act, GHQ and Iridium Holdings each filed a Notification and Report Forms with respect to the acquisition with the Antitrust Division and the FTC. GHQ filed its notification on October 3, 2008 and Iridium Holdings filed its notification on October 6, 2008. Early termination of the waiting period applicable to the acquisition was granted by the FTC on October 10, 2008.

Regulatory Matters

FCC Licenses. Certain subsidiaries and affiliates of Iridium Holdings hold one or more FCC Licenses issued by the FCC. Under the Communications Act of 1934, as amended, and the rules and regulations of the FCC, prior to completion of the acquisition, the FCC must approve the transfer of control of these subsidiaries and affiliates and their FCC Licenses to GHQ. Therefore, GHQ and each subsidiary or affiliate of Iridium Holdings that holds one or more FCC License must file an Application with the FCC. The FCC will review each Application to determine whether GHQ’s control of the pertinent subsidiary or affiliate and its FCC Licenses would comply with applicable law and whether it would be consistent with the public interest, convenience and necessity. GHQ and Iridium Holdings jointly filed the Applications with the FCC on October 21, 2008.

On November 26, 2008, the FCC issued a Public Notice announcing the filing of the Applications, summarizing the information contained therein, and inviting petitions to deny, oppositions and other comments by third parties with respect to the Applications. On December 29, 2008, Cornell and ICG filed comments with respect to the Applications. The commenters did not oppose the proposed transfer of control of Iridium Holdings but asked the FCC to adopt certain conditions in connection with its grant of the Applications. Also on December 29, 2008, Globalstar License filed a petition to deny the Applications.

the FCC will act on the Applications in a timely manner or that the FCC will not deny the Applications or impose conditions on the parties in connection with granting its approval.

Other U.S. Regulatory Filings. Iridium Holdings engages in several business areas that are regulated by the U.S. Government on national security grounds. In particular, it is registered with the U.S. State Department as a manufacturer or exporter of satellite-related items that are controlled under the ITAR. In connection with the acquisition, appropriate notice and other filings will be required to be made with the Departments of State and Defense. On December 23, 2008, the Executive Agencies asked the FCC to defer action on the Applications until such time that any national security, law enforcement, or public safety concerns raised by the proposed transaction have been addressed. Such a request is routine in transactions involving satellite carriers or other providers of telecommunications services. In order to address any such concerns, GHQ may be required to enter into a national security agreement with the Executive Agencies, compliance with which will be a condition of FCC grant of the FCC Applications.

No Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available under Delaware law for holders of GHQ common stock in connection with the proposals described in this proxy statement.

Consequences if Acquisition Proposal Is Not Approved

If our acquisition proposal and other proposals are not approved by the requisite vote of our stockholders, or if stockholders holding 30% or more of the IPO shares vote against the acquisition proposal and properly exercise their conversion rights, we will not acquire Iridium Holdings, none of the IPO shares will be converted into cash and we will not seek approval of the certificate proposal, the share issuance proposal or the stock incentive plan proposal. Although we will continue to seek other potential business combinations, a failure to complete the proposed acquisition of Iridium Holdings may make it more difficult for us to attract another acquisition candidate and we may not be able to complete an alternate business combination by February 14, 2010, either because of insufficient time or insufficient operating funds. If we do not consummate a business combination by February 14, 2010, our corporate existence will cease except for the purposes of winding up our affairs and liquidating.

We are required by our certificate to obtain the approval of holders of a majority of our IPO shares voting in person or by proxy at the special meeting to enter into an initial business combination.

Prior to voting, each stockholder should consider the fact that stockholder approval of the acquisition proposal is necessary for us to complete the acquisition and related transactions. Each stockholder should consider the fact

that if we do not complete the acquisition, GHQ will continue as a blank check company until we find another suitable operating company to acquire, or GHQ will be liquidated if an initial business combination is not consummated by February 14, 2010.

Recommendation of GHQ’s Board of Directors

The affirmative vote of holders of a majority of the IPO shares voted at the special meeting, represented in person or by proxy is required to approve the acquisition proposal. However, in accordance with our certificate and the terms governing the trust account, we will not be able to complete the acquisition if the holders of 30% or more of the total number of IPO shares vote against the acquisition and properly exercise their rights to convert such IPO shares into a pro rata portion of our trust account. Broker non-votes, abstentions or a failure to vote on the acquisition proposal will have no impact upon the approval of the acquisition proposal and will have no effect of converting your shares into a pro rata share of the trust account. You must affirmatively vote against the acquisition proposal in order to properly exercise your conversion rights as described in this proxy statement and the acquisition must be completed.

AFTER CAREFUL CONSIDERATION, GHQ’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE TRANSACTION AGREEMENT AND THE ACQUISITION ARE ADVISABLE, FAIR TO, AND IN THE BEST INTERESTS OF GHQ AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS TO ITS STOCKHOLDERS THAT THEY VOTE “FOR” THE ACQUISITION PROPOSAL.

Federal Securities Laws Consequences

This proxy statement does not cover any resales of the GHQ common shares to be received by Iridium Holdings’ stockholders upon completion of the acquisition, and no person is authorized to make any use of this document in connection with such resale.

Stock Transfer Restrictions

Lock-up Provisions. Our initial stockholders have agreed not to sell or transfer the founding stockholder’s GHQ units, founding stockholder’s shares and founding stockholder’s warrants (and the underlying shares) until 180 days after the consummation of our initial business combination except to permitted transferees and not to sell or transfer any of the 8.0 million warrants purchased by our founding stockholder (“private placement warrants”) (and the underlying shares) until after we complete our initial business combination, except to permitted transferees. All of the founding stockholder’s GHQ units, founding stockholder’s shares and founding stockholder’s warrants and underlying shares will cease to be subject to the transfer restrictions if, after consummation of our initial business combination, (i) the last sales price of our common stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading-day period beginning 90 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Permitted transferees must agree to be bound by the same transfer restrictions, waiver and forfeiture provisions, and to vote the founding stockholder’s shares in accordance with the majority of the shares of common stock voted by the public stockholders in connection with the stockholder vote required to approve our initial business combination and in connection with an amendment to our certificate to provide for our perpetual existence. We refer to these agreements as “lock-up agreements.”

The permitted transferees under the lock-up agreements are our executive officers, directors and employees, our founding stockholder, and other persons or entities associated or affiliated with our founding stockholder.

During the lock-up period, our initial stockholders and any permitted transferees to whom they transfer shares of common stock will retain all other rights of holders of our common stock, including, without limitation, the right to vote their shares of common stock (except that our initial stockholders have agreed to vote their founder’s shares in accordance with the majority of the shares of common stock voted by the public stockholders in connection with

the stockholder vote required to approve our initial business combination and in connection with the related amendment to our amended and restated certificate of incorporation to provide for our perpetual existence, and our founding stockholder, executive officers and directors have agreed to vote any shares of common stock acquired as part of the IPO or thereafter, in favor of our initial business combination and related amendment to our amended and restated certificate of incorporation to provide for our perpetual existence) and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be subject to the lock-up agreement. If we are unable to effect our initial business combination and liquidate, our initial stockholders have waived the right to receive any portion of the liquidation proceeds with respect to the founder’s shares. Any permitted transferees to whom the founder’s shares are transferred will also agree to waive that right.

As part of the consummation of the acquisition, the lock-up agreements and the above provisions will be terminated and replaced by the transfer restrictions contained in new registration rights agreement described below.

Upon the consummation of the acquisition, GHQ, the initial stockholders and the Iridium Holding’s sellers (each a “restricted stockholder”) will enter into a registration rights agreement (“new registration rights agreement”), which provides that each of the stockholders party to the new registration rights agreement will not sell, pledge, establish a “put equivalent position,” liquidate or decrease a “call equivalent position,” or otherwise dispose of or transfer any GHQ securities for a period of one year after the closing date of the acquisition; provided that, the board of directors of GHQ may authorize an underwritten public offering at any time beginning six months after the closing date and that each such stockholder may pledge up to 25% of its GHQ shares as collateral to secure cash borrowing from a third-party financial institution so long as such financial institution agrees to be subject to these transfer restrictions. In addition, GHQ will be required to conduct underwritten public offerings to permit holders of at least 3.0 million shares of common stock to sell their shares upon demand, but GHQ will not be required to effect more than one demand registration in any six-month period following an effective registration statement. All of the stockholders party to the registration rights agreement will also be permitted to include their GHQ common stock in certain registered offerings conducted by GHQ after the closing of the acquisition.

FCC Regulatory Limitations. Under the proposed certificate, and if the certificate proposal is approved by our stockholders, GHQ shall have the right to restrict the ownership or proposed ownership of its common stock or preferred stock by any person, if such ownership or proposed ownership: (i) is or could be inconsistent with, or in violation of, any provision of the Communications Act of 1934 and the rules and regulations promulgated thereunder (“FCC Laws”); (ii) will or may limit or impair GHQ’s business activities under the FCC Laws; or (iii) will or could subject GHQ to any specific rule, regulation or policy under the FCC Laws, to which GHQ was not subject prior to such ownership or proposed ownership (collectively, “FCC Limitation”).

The proposed certificate also gives GHQ the right to request from our stockholders or proposed stockholders (by transfer of stock or otherwise), certain information, including information relating to such stockholder’s or proposed stockholder’s citizenship, affiliations and ownership or interest in other companies, if GHQ believes that such stockholder’s or proposed stockholder’s ownership of our securities may result in an FCC Limitation.

If GHQ does not receive the information it requests from any specific stockholder or concludes that a person’s ownership or proposed ownership or the exercise by any person of any ownership right may result in an FCC Limitation, GHQ will have the right to, and until GHQ determines in its sole discretion that no FCC Limitation will occur: (i) refuse to permit a transfer of stock to a proposed stockholder; (ii) suspend rights of stock or equity ownership which could cause an FCC Limitation; and/or (iii) redeem the common stock or preferred stock of GHQ held by any person.

PROPOSAL II – APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE

OF INCORPORATION

Assuming the acquisition proposal is approved, GHQ stockholders are also being asked to approve the amendment and restatement of our amended and restated certificate of incorporation. This proposed certificate is required to effect the acquisition and, in the judgment of our board of directors, the proposed certificate is necessary to adequately address the post-acquisition needs of GHQ.

The following table sets forth a summary of the material differences between our current certificate and the proposed certificate. This summary is qualified by reference to the complete text of the proposed certificate, a copy of which is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed certificate in its entirety for a more complete description of its terms.

	Current Certificate	Proposed Certificate
Name	Our current certificate provides that our name is “GHL Acquisition Corp.”	The proposed certificate provides that our name is “Iridium Communications Inc.”
Duration of Existence	Our current certificate provides that GHQ’s existence will terminate on February 14, 2010.	The proposed certificate provides for the perpetual existence of our corporation.
Provisions Specific to a Blank Check Company	Under our current certificate, Article Sixth sets forth various provisions related to our operations as a blank check company prior to the consummation of an initial business combination.	The proposed certificate does not include these blank check company provisions because, upon consummation of the acquisition, we will operate Iridium Holdings and cease to be a blank check company. Further, provisions requiring that proceeds from GHQ’s IPO be held in a trust account until a business combination or liquidation of GHQ has occurred and that the terms of a proposed business combination be submitted for approval by GHQ stockholders will not be applicable following consummation of the acquisition.
Authorized Shares	Under our current certificate, GHQ is authorized to issue up to 201,000,000 shares, of which 200,000,000 shares are common stock with a par value of US$ 0.001 each and 1,000,000 shares are preferred stock with a par value US$ 0.0001 each.	Under the proposed certificate GHQ shall be authorized to issue up to shares, of which shares are common stock with a par value of $0.001 each and shares are preferred stock with a par value of $ 0.0001 each.
Dividends	Our current certificate is silent as to the payment of dividends.	The proposed certificate provides that, subject to applicable law or the rights of the preferred stock, if any, dividends may be declared and paid on the common stock as the board of directors shall determine in its discretion.
Conversion Rights	If a majority of the shares issued in our IPO approve a business combination, any GHQ stockholder holding shares of common stock issued at the IPO who votes against a business combination and exercises its conversion rights may demand that we convert the stockholder’s IPO shares to cash, all subject to certain maximum percentage conversion rights.	The proposed certificate does not provide for conversion rights.
Action by Consent of the Stockholders	Under Delaware law, unless a company’s certificate provides otherwise, stockholders may	The proposed certificate generally prohibits stockholders from taking any action by written .

	Current Certificate	Proposed Certificate
	act by written consent in lieu of any annual or special meeting. Our current certificate is silent with respect to action by written consent.	consent, so stockholders must take any actions at a duly called annual or special meeting of the stockholders

Classes of Board of Directors	In our current certificate, the board of directors is divided into three classes. Members of each class are elected for specific terms.	The proposed certificate does not expressly provide for different classes of the board of directors, and, therefore, our board of directors will not be divided into different classes.
Restrictions on Stock Ownership and Transfer	Our current certificate does not include specific restrictions on ownership and transfer.	The proposed certificate allows GHQ to restrict ownership or proposed ownership of its common stock or preferred stock if such ownership or proposed ownership could result in an FCC Limitation. GHQ may request information from any stockholder or proposed stockholder if it believes such stockholder’s ownership of stock may result in an FCC Limitation. In addition, if GHQ concludes that stock ownership or proposed stock ownership may result in an FCC Limitation or does not receive sufficient requested information from a stockholder, GHQ has the option to either refuse to permit a transfer of shares by a stockholder, suspend rights of stock or equity ownership or redeem stock in accordance with the provisions of the proposed certificate.

We are required by Delaware law to obtain the approval of holders of a majority of our outstanding shares to amend our certificate. Because the acquisition and related transactions cannot be completed unless we amend our certificate, stockholder approval of the proposed certificate is necessary.

Prior to voting, each stockholder should consider the fact that stockholder approval of the proposed certificate is necessary for us to complete the acquisition and related transactions. Each stockholder should also consider the fact that if we do not complete the acquisition, GHQ will continue as a blank check company until we find another suitable operating company to acquire, or GHQ will be liquidated if an initial business combination is not consummated by February 14, 2010.

The affirmative vote of holders of a majority of the outstanding shares of our common stock is required to approve our proposed certificate. Broker non-votes, abstentions or the failure to vote on the certificate proposal will have the same effect as a vote against the certificate proposal. The approval of our amended and restated certificate proposal is a condition to the approval of our acquisition proposal.

AFTER CAREFUL CONSIDERATION, GHQ’S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE OUR PROPOSED CERTIFICATE AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE OR INSTRUCT THEIR VOTE TO BE CAST “FOR” THE CERTIFICATE PROPOSAL.

PROPOSAL III – APPROVAL OF THE SHARE ISSUANCE PROPOSAL

Share Issuance Proposal

GHQ’s stockholders are being asked to approve the issuance of up to 38,290,000 common shares as part of the consideration for the acquisition and related transactions. As of the date of this proxy statement, there are 48,500,000 shares of GHQ’s common stock outstanding, so this issuance would represent more than 20% of our outstanding shares.

The NYSE Alternext U.S. Company Guide requires stockholder approval as a prerequisite to approval of applications to list additional shares to be issued as sole or partial consideration for an acquisition of the stock or assets of another company where the present or potential issuance of common stock, or securities convertible into common stock, could result in an increase in outstanding common shares of 20% or more. Because the acquisition and related transactions will require the issuance by us of shares of common stock that would represent more than 20% of our currently outstanding common stock, stockholder approval of the share issuance proposal is required to maintain our listing on the NYSE Alternext U.S.

Prior to voting, each stockholder should consider the fact that the share issuance proposal is a prerequisite to the issuance of shares of common stock that will be used to complete the acquisition and related transactions. Each stockholder should consider the fact that if we do not complete the acquisition, GHQ will continue as a blank check company until we find another suitable operating company to acquire, or GHQ will be liquidated if an initial business combination is not consummated by February 14, 2010.

The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote at the special meeting is required to approve the share issuance proposal. Abstentions and broker non-votes will have the same effect as a vote against the share issuance proposal. Failing to vote on the share issuance proposal will have no impact upon the approval of the share issuance proposal. The approval of our share issuance proposal is a condition to the approval of our acquisition proposal.

AFTER CAREFUL CONSIDERATION, GHQ’S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE SHARE ISSUANCE PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE OR INSTRUCT THEIR VOTE TO BE CAST “FOR” THE SHARE ISSUANCE PROPOSAL.

PROPOSAL IV – ADOPTION OF THE STOCK INCENTIVE PLAN

GHQ is seeking stockholder approval for the Iridium Communications Inc. 2009 Stock Incentive Plan, to be effective upon the closing of the acquisition (the “2009 Plan”). Our board of directors believes that it is in the best interest of GHQ and its stockholders for GHQ to adopt the 2009 Plan. The purpose of the 2009 Plan is to aid GHQ following the acquisition in securing and retaining key employees and others of outstanding ability and to motivate such individuals to exert their best efforts on behalf of GHQ and its affiliates by providing incentives through the grant of options to acquire shares of our common stock and, if so determined by the compensation committee of our board of directors (“compensation committee”), other stock-based awards and performance incentive awards. GHQ believes that it will benefit from the added interest that these individuals will have in the welfare of GHQ as a result of their proprietary interest in GHQ’s success.

Summary of the Iridium Communications Inc. 2009 Stock Incentive Plan

General


	•	The 2009 Plan has a ten-year term.

	•	The 2009 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights and other stock-based awards (which includes restricted stock, restricted stock units and performance-based awards payable both in cash and in shares of our common stock) to eligible individuals.

	•	8.0 million shares of common stock in the aggregate are authorized for issuance pursuant to awards under the 2009 Plan.

Administration

The 2009 Plan will be administered by the compensation committee of our board of directors. The compensation committee may delegate to a committee of one or more members of our board or one or more of our officers the authority to grant or amend awards to participants other than our senior executives who are subject to Section 16 of the Exchange Act or employees who are “covered employees” within the meaning of Section 162(m) of the Code. Unless otherwise determined by our board, the compensation committee shall consist solely of two or more members of the board, each of whom is an “outside director” within the meaning of Code Section 162(m), a “non-employee director” within the meaning of the Exchange Act, and an “independent director” under the rules of the NYSE (or other principal securities market on which shares of our common stock are traded).

The compensation committee will have the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction.

Eligibility

Persons eligible to participate in the 2009 Plan include all non-employee members of our board of directors, and employees and consultants of GHQ and its subsidiaries and affiliates, in each case as determined by the compensation committee (“participants”).

Limitation on Awards and Shares Available

An aggregate of 8.0 million shares of common stock are available for grant pursuant to the 2009 Plan. The shares of our common stock covered by the 2009 Plan may be treasury shares or authorized but unissued shares.

To the extent that an award terminates, expires, or lapses for any reason, or an award is settled in cash without delivery of shares to the participant, then any shares subject to the award may be used again for new grants under the 2009 Plan.

The maximum number of shares of common stock that may be subject to one or more awards granted to any one participant pursuant to the 2009 Plan during any calendar year is 2 million and the maximum amount that may be paid in cash during any calendar year with respect to any performance-based award is $2 million .

Awards

The 2009 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, other stock-based awards, and performance-based awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2009 Plan.

Options. Stock options, including incentive stock options, as defined under Section 422 of the Code, and nonqualified stock options may be granted pursuant to the 2009 Plan. The option exercise price of all stock options granted pursuant to the 2009 Plan will not be less than 100% of the fair market value of the common stock on the date of grant. Stock options may be exercised as determined by the compensation committee, but in no event may a stock option have a term extending beyond the tenth anniversary of the date of grant. Incentive stock options granted to any employee who owns, as of the date of grant, stock possessing more than ten percent of the total combined voting power of all classes of outstanding stock, however, shall have an exercise price that is not less than 110% of the fair market value of the common stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. The aggregate fair market value of the shares with respect to which options intended to be incentive stock options are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Code provides.

The compensation committee will determine the methods by which payments by any award holder with respect to any awards may be paid, including, without limitation: (i) cash, (ii) shares of common stock held for such period of time as may be required by the compensation committee in order to avoid adverse accounting consequences and having a fair market value on the date of delivery equal to the aggregate payments required, and/or (iii) another method acceptable to the compensation committee (including through a broker-assisted cashless exercise mechanism or a net exercise method).

Restricted Stock. Restricted stock may be granted pursuant to the 2009 Plan. A restricted stock award is the grant of shares of common stock at a price determined by the compensation committee (including $0.00), that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment and/or achieving performance goals. During the period of restriction, participants holding shares of restricted stock may have full voting and dividend rights with respect to such shares. The restrictions will lapse in accordance with a schedule or other conditions determined by the compensation committee.

Performance Based Awards and Other Equity Awards. Other types of equity awards that may be granted under the 2009 Plan include stock appreciation rights, restricted stock units and performance-based awards. Performance based awards are either stock-based awards or cash bonus awards payable upon the attainment of pre-established performance goals based on established performance criteria and are intended to be performance-based awards within the meaning of Section 162(m) of the Code. The goals are established and evaluated by the compensation committee and may relate to performance over any periods as determined by the compensation committee. Following is a brief discussion of the requirements for awards, including performance bonus awards, to be treated as performance-based awards within the meaning of Section 162(m) of the Code.

The compensation committee may grant awards to employees who are or may be “covered employees,” as defined in Code Section 162(m), that are intended to be performance-based awards within the meaning of Code Section 162(m) in order to preserve the deductibility of these awards for federal income tax. Under the 2009 Plan, these performance-based awards may be either stock-based awards or performance bonus awards payable in cash. Participants are only entitled to receive payment for a performance-based award for any given performance period to the extent that pre-established performance goals set by the Compensation Committee for the period are satisfied. These pre-established performance goals must be based on one or more of the following performance criteria:

The compensation committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given participant and, if they have, shall so certify and ascertain the amount of the applicable performance based award. No performance based awards will be paid for such performance period until such certification is made by the compensation committee. The amount of the performance based award actually paid to a given participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the compensation committee. The amount of the performance-based award determined by the compensation committee for a performance period shall be paid to the participant at such time as determined by the compensation committee in its sole discretion after the end of such performance period.

·	consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization)

·	net income;

·	operating income;

·	earnings per share;

·	book value per share;

·	return on stockholders’ equity;

·	expense management;

·	return on investment;

·	improvements in capital structure;

·	profitability of an identifiable business unit or product;

·	maintenance or improvement of profit margins;

·	stock price;

·	market share;

·	revenues or sales;

costs;

·	cash flow;

·	working capital;

·	return on assets;

·	total stockholder return;

·	capital expenditures; and

·	progress toward or attaining milestones on key projects.

Adjustments upon Certain Events

In the event of any change in the outstanding shares of common stock by reason of any stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, transaction or exchange of shares or other corporate exchange, or any distribution to stockholders of shares other than regular cash dividends or any transaction similar to the foregoing, the compensation committee in its sole discretion shall make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares or other securities issued or reserved for issuance pursuant to the 2009 Plan or pursuant to outstanding awards, the maximum number of shares for which options or stock appreciation rights may be granted during a calendar year to any participant in the 2009 Plan, the maximum amount of a performance based award that may be granted during a calendar year to any participant, the option exercise price or exercise price of any stock appreciation right and/or any other affected terms of such awards.

In the event of a change in control of GHQ, the compensation committee may accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, cancel such awards for fair value (as determined by the compensation committee in its sole discretion) which, in the case of options and stock appreciation rights, may equal the excess, if any, of value of the consideration to be paid in the change in control transaction to holders of the same number of shares subject to such options or stock appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to options or stock appreciation rights) over the aggregate option exercise price of the options or exercise price of the stock appreciation rights, provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted as determined by the compensation committee in its sole discretion, and/or provide that for a

period of at least 15 days prior to the change in control, the options shall be fully exercisable and that upon the occurrence of the change in control, the options shall terminate.

Amendment and Termination

Our board of directors may amend, alter or discontinue the 2009 Plan, but no amendment, alteration or discontinuation shall be made, without the approval of our stockholders, if (i) stockholder approval of such action is required by exchange rules or applicable law, or (ii) such action would increase the total number of shares of our common stock reserved under the 2009 Plan or change the maximum number of shares for which awards may be granted to any participant, or, without the consent of a participant, if such action would materially adversely affect any of the rights of the participant under any award. However, the compensation committee may amend the 2009 Plan in such manner as it deems necessary to permit the granting of awards meeting the requirements of the Code or other applicable laws.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of awards under the 2009 Plan and the disposition of shares acquired pursuant to the exercise of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Options. The Code requires that, for treatment of an option as an incentive stock option, common stock acquired through the exercise of an incentive stock option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of exercise. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to GHQ for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an incentive stock option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by GHQ for federal income tax purposes, subject to the possible limitations on deductibility under Code Sections 280G and 162(m) for compensation paid to executives designated in those Sections. Finally, if an incentive stock option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes.

No income will be realized by a participant upon grant of a nonqualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise. GHQ will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Code Sections 280G and 162(m) for compensation paid to certain executives designated in those Sections.

Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Code Section 83(b). On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Code Section 83(b) to be taxed at the time of grant. If the participant made an election under Code Section 83(b),

the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. (Special rules apply to the receipt and disposition of restricted stock received by officers and directors who are subject to Section 16(b) of the Exchange Act). GHQ will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Code Sections 280G and 162(m) for compensation paid to certain executives designated in those Sections.

Restricted Stock Units. A participant will not be subject to tax upon the grant of a restricted stock unit award. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. GHQ will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Code Sections 280G and 162(m) for compensation paid to certain executives designated in those Sections.

Stock Appreciation Rights. No income will be realized by a participant upon grant of a stock appreciation right (“SAR”). Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. GHQ will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Other Stock-Based Awards. A participant will have taxable compensation equal to the difference between the fair market value of the shares on the date the common stock subject to the award is transferred to the participant over the amount the participant paid for such shares, if any. GHQ will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Code Sections 280G and 162(m) for compensation paid to certain executives designated in those Sections.

Code Section 162(m). In general, Code Section 162(m) (as interpreted by IRS Notice 2007-49) denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1.0 million per year per person to its principal executive officer and the three other officers (other than the principal executive officer and principal financial officer) whose compensation is disclosed in its proxy statement as a result of their total compensation, subject to certain exceptions. The 2009 Plan is intended to satisfy an exception with respect to grants of options or stock appreciation rights to covered employees under Code Section 162(m). In addition, the 2009 Plan is designed to permit certain awards of restricted stock, restricted stock units, cash bonus awards and other awards to be awarded as performance based awards intended to qualify under the “performance-based compensation” exception to Code Section 162(m).

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND GHQ WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE 2009 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

New Plan Benefits

Future grants under the 2009 Plan will be made at the discretion of the compensation committee and, accordingly, are not yet determinable. In addition, the value of the awards granted under the 2009 Plan will depend on a number of factors, including the fair market value of our common stock on future dates, the exercise decisions made by the participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants under, or having their annual bonus paid pursuant to, the 2009 Plan.

Prior to voting, each stockholder should consider the fact that stockholder approval of the stock incentive plan proposal is necessary for us to complete the acquisition and related transactions, as the acquisition proposal is conditioned upon the stock incentive plan proposal. Each stockholder should consider the fact that if we do not complete the acquisition, GHQ will continue as a blank check company until we find another suitable operating company to acquire or GHQ will be liquidated if an initial business combination is not consummated by February 14, 2010.

The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote at the special meeting will be required to approve the stock incentive plan proposal. Abstentions will have the effect of a vote against the stock incentive plan proposal but broker non-votes or a failure to vote will have no effect upon the stock incentive plan proposal. The approval of the stock incentive plan proposal is a condition to the approval of the acquisition proposal.

AFTER CAREFUL CONSIDERATION, GHQ’S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE ADOPTION OF THE PROPOSED STOCK INCENTIVE PLAN AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE OR INSTRUCT THEIR VOTE TO BE CAST “FOR” THE STOCK INCENTIVE PLAN PROPOSAL.

PROPOSAL V – ADOPTION OF THE ADJOURNMENT PROPOSAL

Adjournment Proposal

If there are not sufficient votes at the time of the special meeting to approve the acquisition proposal, the certificate proposal, the share issuance proposal or the stock incentive plan proposal, the board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies.

The adoption of the adjournment proposal will require the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon at the special meeting. Abstentions and broker non-votes will have the same effect as a vote against the adjournment proposal, but a failure to vote will have no impact upon the approval of the adjournment proposal. Approval of the adjournment proposal is not conditioned upon approval of the acquisition proposal or any other proposal.

AFTER CAREFUL CONSIDERATION, GHQ’S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE ADOPTION OF THE ADJOURNMENT PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE OR INSTRUCT THEIR VOTE TO BE CAST “FOR” THE ADOPTION OF THE ADJOURNMENT PROPOSAL.

The tender offer described in this proxy statement has not yet commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of GHQ common stock. The solicitation and the offer to buy shares of GHQ common stock will only be made pursuant to an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer that GHQ intends to file with the SEC. Once filed, GHQ stockholders should read the Tender Offer Statement and the other documents relating to the tender offer carefully and in their entirety prior to making any decisions with respect to the offer because they will contain important information about the tender offer, including the terms and conditions of the offer. Once filed, GHQ stockholders will be able to obtain the Tender Offer Statement and the other documents relating to the tender offer free of charge at the SEC’s website at http://www.sec.gov, or from the information agent named in the tender offer materials.

THE TENDER OFFER

Commencement of the Tender Offer

GHQ intends to launch a cash self tender offer to purchase up to 11.4 million shares of its common stock at a price of $10.50 per share, reduced by a number of shares equal to the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their shares of GHQ common stock divided by the per share conversion price. GHQ expects to commence the tender offer as soon as practicable and legally permissible following the special meeting, and to complete the tender offer approximately 20 business days after commencement and concurrent with the closing of the acquisition.

Proration

If, at the expiration date of the tender offer, more than the total number of the tender offer shares have been validly tendered, GHQ will purchase from each tendering stockholder a prorated number of shares of GHQ common stock. Proration for each stockholder tendering shares will be based on the product of (A) the number of shares of GHQ common stock that have been properly tendered and not properly withdrawn by a particular stockholder and (B) (i) the total number of the tender offer shares, divided by (ii) the total number of shares of GHQ common stock properly tendered and not properly withdrawn by all stockholders. GHQ’s management believes that the tender offer will enhance the likelihood of stockholder approval of the acquisition and stock issuance proposals because the tender offer will provide a meaningful liquidity opportunity for at least part of the GHQ shares held by those stockholders desiring liquidity for their shares.

No Recommendation

GHQ’s board of directors will make no recommendation as to whether GHQ stockholders should tender all or any shares in the tender offer.

Funding of the Tender Offer

The purchase of shares tendered in the tender offer will be funded from proceeds in the trust account.

No Tender by the Founding Stockholder

The founding stockholder has agreed not to tender any shares of GHQ common stock to GHQ pursuant to the tender offer. In addition, each officer, and director of GHQ has agreed not to tender any of their shares of GHQ common stock to GHQ pursuant to the tender offer.

Effects of the Tender Offer on the Capital Structure of GHQ

The tender offer will have the effect of reducing the number of outstanding common shares of GHQ by the number of common shares tendered by GHQ stockholders, up to 11.4 million shares (reduced by a number of shares equal to the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their

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shares of GHQ common stock divided by the per share conversion price). The tender offer will also have the effect of reducing the cash balances of GHQ by $10.50 multiplied by the number of shares tendered by GHQ stockholders, up to $120 million (reduced by the amount of cash distributed to stockholders who vote against the transaction and elect conversion of their shares of GHQ common stock).

Tender Offer Tax Considerations

Any material United States federal income tax consequences of the tender offer will be described in the Tender Offer Statement or other documents related to the tender offer.

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MARKET PRICE OF GHQ COMMON STOCK

GHQ units, common shares and warrants are listed and traded on the NYSE Alternext U.S. under the trading symbol “GHQ.U”, “GHQ” and “GHQ.WS”, respectively. GHQ units commenced trading on February 15, 2008 while its common stock and warrants began public trading on March 20, 2008. Prior to this date, there was no established public trading market for GHQ securities. Each GHQ Unit consists of one share of GHQ common stock and one warrant. The following table sets forth, for the periods indicated, the high and low closing sales prices per GHQ Unit, common share and warrant, as reported on the NYSE Alternext U.S.

	Market Prices
	Units				Common Stock				Warrants
	High		Low		High		Low		High		Low
2009
First Quarter*	$	9.30	$	9.00	$	9.20	$	9.10	$	0.25	$	0.20
2008
Fourth Quarter	$	9.80	$	8.60	$	9.19	$	8.60	$	0.65	$	0.16
Third Quarter	$	10.02	$	9.71	$	9.41	$	9.15	$	0.69	$	0.45
Second Quarter	$	10.07	$	9.65	$	9.35	$	9.05	$	0.85	$	0.54
First Quarter**	$	9.85	$	9.60	$	9.10	$	9.05	$	0.59	$	0.55

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* Through January 12, 2009.

** Units commenced public trading on February 15, 2008. Common stock and warrants commenced public trading on March 20, 2008.

The closing price for each share of common stock, unit and warrant of GHQ on September 22, 2008, the last full trading day before the announcement of the proposed acquisition, was $9.23, $9.75 and $0.54, respectively. On January 12, 2009, the most recent practicable date prior to the printing of this document, the reported closing sales price per each share of common stock, unit and warrant of GHQ was $9.20, $9.30 and $0.25, respectively. You should obtain current market quotations for GHQ common shares, units and warrants in deciding whether to vote for the acquisition.

Holders

As of January 12, 2009, there were five holders of record of GHQ units, one holder of record of GHQ common stock and two holders of record of GHQ warrants. Such number does not include beneficial owners holding shares through nominee names.

Dividends

Since our IPO and the listing of our shares on the NYSE Alternext U.S., GHQ has not paid dividends on our common stock and does not intend to pay any dividends prior to the completion of the proposed acquisition. After we complete the proposed acquisition, the payment of dividends will depend on our revenues and earnings, if any, our capital requirements and our general financial condition. The payment of dividends after the proposed acquisition will be within the discretion of our board of directors at that time. Our board of directors currently intends to retain any earnings for use in our business operations and, accordingly, we do not anticipate that our board will declare any dividends in the foreseeable future.

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INTERESTS OF CERTAIN PERSONS IN THE ACQUISITION

In considering the recommendation of GHQ’s board of directors to vote for our proposals, you should be aware that our executive officers and members of our board of directors have interests in the acquisition that are different from, or in addition to, the interests of GHQ’s stockholders generally. The members of our board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the transaction agreement and in recommending to our stockholders that they vote in favor of the acquisition proposed and other proposals. These interests include, among other things:

Two of our directors Messrs. Bok and Niehaus purchased units in our IPO. In addition, Messrs. Bok and Niehaus, own shares in our founding stockholder that give them indirect ownership interests in GHQ. Because of their indirect ownership interests, each of Messrs. Bok and Niehaus has financial interests in the completion of the acquisition in addition to their interests as holders of our units.

If the acquisition is completed, certain of our current directors may continue as directors of GHQ. These non-executive directors will be entitled to receive any cash fees, stock options, stock awards or other compensation arrangements that our board of directors determines to provide to our non-executive directors.

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THE TRANSACTION AGREEMENT

The following summary of the material provisions of the transaction agreement dated as of September 22, 2008 among GHQ, Iridium Holdings and the sellers listed on the signature pages thereof (the “Sellers”) does not purport to describe all of the terms of the transaction agreement. The following summary is qualified by reference to the complete text of the transaction agreement, a copy of which is attached as Annex A to this proxy statement and incorporated herein by reference. We urge you to read the full text of the transaction agreement in its entirety for a more complete description of the terms and conditions of the acquisition.

Explanatory Note Regarding Summary of Transaction Agreement and Representations and Warranties in the Transaction Agreement

The following summary of the transaction agreement is intended to provide information about the terms and conditions of our proposed acquisition of Iridium Holdings. Neither this summary, nor the terms and conditions of the transaction agreement, are intended to be, and should not be relied upon as, disclosures or any factors or circumstances regarding GHQ or Iridium Holdings. The provisions of the transaction agreement (such as the representations and warranties) govern the contractual rights and relationships, and allocate risks, between the parties in relation to the acquisition. In particular, the representations and warranties made by the parties to each other in the transaction agreement have been negotiated between the parties with the principal purpose of setting forth their respective rights with respect to their obligation to close the acquisition should events or circumstances change or otherwise be different from those stated in the representations and warranties. The representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including contractual standards of materiality that are different from those generally applicable to stockholders under the federal securities laws. Matters may change from the state of affairs contemplated by the representations and warranties.

Structure of the Acquisition

The transaction agreement provides that upon the closing of the acquisition, GHQ will own, directly or indirectly, all or substantially all of the units of Iridium Holdings, and Iridium Holdings will become a subsidiary of GHQ. Equityholders owning approximately 99.5% of Iridium Holdings’ equity have signed the transaction agreement. Additionally, GHQ will acquire all of the equity of two of Iridium Holdings largest equityholders, Baralonco and Syncom. As a result of the acquisition, all of the Sellers’ ownership interests in Iridium Holdings held prior to the acquisition will be exchanged for 35.8 million shares of GHQ common stock and $76.7 million of cash, subject to certain adjustments.

Timing of the Closing of the Acquisition

The closing of the acquisition will take place no later than the fifth business day after the conditions to closing set forth in the acquisition agreement, which are described below under “– Conditions to the Closing of the Acquisition,” are satisfied, unless GHQ and Iridium Holdings agree in writing to postpone the closing to another time. The closing of the acquisition is expected to occur as soon as legally permitted and practicable after our stockholders approve the proposals described in this proxy statement.

Acquisition Consideration

The aggregate consideration to be paid in the acquisition and related transactions is based upon a total enterprise value for Iridium Holdings of $591 million (calculated as $100 million of cash to be paid to 100% of the Iridium Holdings’ equityholders, of which $77.1 million will be paid by GHQ and $22.9 million by Greenhill Europe in the form of the note, plus $360 million of GHQ common stock to be issued to 100% of the Iridium Holdings’ equityholders (based on an assumed price per share of $10.00), plus net indebtedness of Iridium Holdings of approximately $131 million as of June 30, 2008). Upon completion of the acquisition, the Sellers who have signed the transaction agreement will receive $76.7 million in cash, subject to certain adjustments, and GHQ will issue to such Sellers 35.8 million shares of GHQ common stock. The shares of common stock issued to the Sellers will not be registered under the Securities Act, in reliance upon the exemptions from the registration requirements as

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provided in Regulation D of the Securities Act and the representations and warranties of the Sellers that they are “accredited investors” within the meaning of Regulation D.

GHQ has agreed in the transaction agreement to cause the funds in our trust account to be disbursed at the closing of the acquisition: (1) to pay the cash consideration to the Sellers; (2) to pay the conversion price to any stockholders of GHQ who vote against the acquisition and properly exercise their conversion rights; (3) to pay deferred underwriting fees and commissions to the underwriters of our IPO; (4) to pay GHQ’s reasonable out-of-pocket documented third party fees and expenses that are incurred prior to the closing in connection with the transaction agreement and related transaction documents, to the extent not paid prior to the closing; and (5) to prepay all or a portion of Iridium Holdings’ outstanding indebtedness. GHQ will then contribute the funds remaining in our trust account to Iridium Holdings, and Iridium Holdings will use such funds for working capital and general corporate matters.

Principal Representations and Warranties

The transaction agreement contains a number of representations and warranties made by Iridium Holdings, the Sellers and GHQ to each other.

The representations and warranties made by Iridium Holdings relate, among other things, to:

proper corporate organization and similar corporate matters;

authorization, performance and enforceability of the transaction agreement and related transaction documents;

governmental authorizations and filings;

absence of any conflicts or violations under organizational documents, material contracts, material laws or regulations as a result of the execution, delivery and performance of the transaction agreement and related transaction documents;

capital structure and subsidiaries;

financial statements;

absence of certain changes since December 31, 2007 (including absence of a “Company Material Adverse Effect”);

absence of any undisclosed material liabilities;

intercompany accounts;

material contracts;

legal proceedings;

compliance with laws and court orders;

real property;

intellectual property;

insurance coverage;

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licenses and permits;

brokers;

employees, employee benefit plans and labor matters;

taxes;

environmental matters; and

the provision of information for inclusion in the proxy statement.

The representations and warranties made by the Sellers as to themselves relate, among other things, to:

proper corporate organization and similar corporate matters;

authorization, performance and enforceability of the transaction agreement and the related transaction documents;

ownership of the Iridium Holdings units;

legal proceedings;

brokers;

purchase of GHQ common stock for investment and not with a view to sell or distribute; and

compliance with the Securities Act and status of the Sellers as “accredited investors” under Regulation D of the Securities Act.

The representations and warranties made by Baralonco and Syncom as to themselves relate, among other things, to:

proper corporate organization and similar corporate matters;

capital structure;

business activities;

liabilities;

compliance with laws and orders; and

tax matters.

The representations and warranties made by GHQ relate, among other things, to:

proper corporate organization and similar corporate matters;

authorization, performance and enforceability of the acquisition agreement and the related transaction documents;

unanimous approval and recommendation of its board of directors;

governmental authorizations and filings;

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capital structure and subsidiaries;

SEC filings and the Sarbanes-Oxley Act;

financial statements;

proxy statement;

absence of certain changes since February 21, 2008 (including absence of a “GHQ Material Adverse Effect”;

compliance with laws and court orders;

legal proceedings;

brokers;

trust account;

transactions with affiliates;

taxes;

contracts;

employees and employee matters;

opportunity for independent investigation; and

GHQ’s qualification to own and operate Iridium Holdings and its subsidiaries under applicable laws, including the Communications Act of 1934, as amended.

Materiality and Material Adverse Effect

Many of the representations and warranties contained in the transaction agreement are qualified by materiality or material adverse effect. For purposes of the transaction agreement, a “Company Material Adverse Effect” or “GHQ Material Adverse Effect” means a material adverse effect on (x) the financial condition, business, assets or results of operations of Iridium Holdings and its subsidiaries or GHQ and its subsidiaries, as the case may be, taken as a whole or (y) the ability of Iridium Holdings or GHQ, as the case may be, to perform its obligations under or to consummate the transactions contemplated by the transaction agreement. However, any effect to the extent it results from any of the following will not be considered when determining whether a Company Material Adverse Effect or GHQ Material Adverse Effect has occurred:

the negotiation, execution, announcement or performance of the transaction agreement or the consummation of the transactions contemplated thereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, financing sources, employees, revenue and profitability (other than any effect resulting from breach of certain specified representations and warranties of Iridium Holdings or GHQ, as the case may be);

changes in the economy or credit, debt, financial or capital markets, in each case, in the United States or elsewhere in the world, including changes in interest or exchange rates, except to the extent Iridium Holdings and its subsidiaries or GHQ and its subsidiaries, as the case may be, taken as a whole, are disproportionately affected compared to other companies in the same industry;

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changes in any laws, GAAP or accounting standards or interpretations thereof; or changes in the general legal, regulatory or political conditions, except to the extent Iridium Holdings and its subsidiaries or GHQ and its subsidiaries, as the case may be, taken as a whole, are disproportionately affected compared to other companies in the same industry;

act of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, except to the extent Iridium Holdings and its subsidiaries or GHQ and its subsidiaries, as the case may be, taken as a whole, are disproportionately affected compared to other companies in the same industry;

earthquakes, hurricanes, tornados or other natural disasters; except to the extent Iridium Holdings and its subsidiaries or GHQ and its subsidiaries, as the case may be, taken as a whole, are disproportionately affected compared to other companies in the same industry;

any failure, in and of itself, to meet any internal or public projections, forecasts or estimates of revenue, capital expenditures or earnings or the issuance of revised projections that are not as optimistic as those in existence as of September 22, 2008, so long as the underlying causes of any such failure or issuance may be taken into consideration in determining whether such material adverse effect has occurred; and

changes affecting the industries generally in which Iridium Holdings or its subsidiaries or GHQ and its subsidiaries, as the case may be, conduct business, except to the extent Iridium Holdings and its subsidiaries or GHQ and its subsidiaries, as the case may be, taken as a whole, are disproportionately affected compared to other companies in the same industry.

The occurrence of a Company Material Adverse Effect or a GHQ Material Adverse Effect provides grounds for the other party not to consummate the acquisition and to terminate the transaction agreement if such occurrence of a Company Material Adverse Effect or a GHQ Material Adverse Effect would cause the conditions set forth in the transaction agreement not to be satisfied and such condition is incapable of being satisfied by the End Date (as defined below).

Principal Covenants

General

Iridium Holdings, GHQ and the Sellers have agreed to perform certain covenants in the transaction agreement. The principal covenants are as follows:

use reasonable best efforts to obtain, as promptly as practicable, all approvals and consents that are required to be obtained in order to complete the acquisition;

promptly notify the other parties when a party becomes aware that any consent or approval is required in connection with the transactions contemplated by the transaction agreement, any notice or other communication from any governmental authority with respect to the transactions contemplated by the transaction agreement is received, or any material actions, suits, claims, investigations or proceedings are commenced or to its knowledge threatened against Iridium Holdings or its subsidiaries or against GHQ before any arbitrator or governmental authority;

make the filings required under the HSR Act with respect to the acquisition and cooperate with the other parties in making their respective filings;

cooperate and make all filings with the FCC for its consent to the transactions contemplated by the transaction agreement;

use reasonable best efforts to prepare, file and diligently prosecute all applications required to be filed with non-U.S. governmental authorities for consent to the transactions contemplated by the transaction agreement, to cooperate in the filing of such applications and keep the other parties promptly appraised of any inquiries or requests for information from any non-U.S. governmental authorities;

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cooperate and use reasonable best efforts to make filings with or deliver required notifications, to the extent legally required or deemed appropriate by the parties, to the DoD and U.S. security agencies, the Committee on Foreign Investment in the United States, the Office of Foreign Assets Control, Department of the Treasury and any filings or notifications required to be made under the Arms Export Control Act of 1976 and the ITAR;

cooperate with one another in connection with the preparation of the filing of this proxy statement; and

consult with each other prior to issuing any press release, making any public statement or scheduling any press conference or conference call with investors with respect to the transaction agreement and the transactions contemplated thereby, except as may be required by law or any listing agreement or rule of any national securities exchange or association.

Each party has agreed to comply with any condition imposed on it by the FCC in connection with the granting of its consent to the consummation of the transactions contemplated by the transaction agreement and with any condition imposed on it by any similar order of a non-U.S. governmental authority, except that no party shall be required to comply with a condition if the condition was imposed as a result of a circumstance the existence of which does not constitute a breach by the party of its representations, warranties, covenants obligations or agreement under the transaction agreement or the compliance with the condition would result in or cause an Iridium Material Adverse Effect or a GHQ Material Adverse Effect.

Interim covenants relating to Iridium Holdings, Baralonco and Syncom. Under the transaction agreement, Iridium Holdings is required to, and has agreed to use its reasonable best efforts to cause its subsidiaries to, conduct its business in the ordinary course consistent with past practice, maintain in effect all of its licenses and permits and manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) in the ordinary course of business consistent with past practice. The most significant activities that each of Iridium Holdings, Baralonco and Syncom have agreed not to do, and to not permit any of their respective subsidiaries to do, except with the consent of GHQ (which consent cannot be unreasonably withheld or delayed) and subject to certain exceptions, are as follows:

amend its charter documents (whether by merger, consolidation or otherwise);

split, combine or reclassify any shares of its capital stock or of any subsidiary or declare, set aside or pay any dividend or other distribution in respect of any shares of its capital stock or of any subsidiary or redeem or repurchase or otherwise acquire or offer to redeem or repurchase any shares of its capital stock (or securities convertible or exchangeable for capital stock) or of any subsidiary;

issue, deliver or sell or authorize the issuance, delivery or sale of any shares of capital stock (or securities convertible into or exchangeable for capital stock);

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material assets, securities, material properties, other than in the ordinary course of business in a manner consistent with past practice;

sell, lease or otherwise transfer or incur any lien on any material assets, securities, material properties or businesses, other than in the ordinary course of business in a manner consistent with past practice;

make any loans, advances, capital contributions to or investments in any other person, other than in the ordinary course of business in a manner consistent with past practice;

with respect to Iridium Holdings and its subsidiaries, create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other indebtedness for borrowed money or guarantees thereof of Iridium Holdings or its subsidiaries) outstanding at any time greater than the sum of Iridium Holdings’ existing credit facilities and the note and, with respect to Baralonco and Syncom, create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or any guarantees thereof;

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enter into any hedging arrangements;

enter into any agreement or arrangement that limits or otherwise restricts in any material respect Iridium Holdings and its subsidiaries and affiliates or Baralonco and Syncom and their respective subsidiaries and affiliates, from engaging in or competing in any line of business, in any location, or with any person except in the ordinary course of business consistent with past practice, waive, release or assign any material rights, claims or benefits;

except as required by any pre-existing contractual obligation expressly disclosed to GHQ, law or existing employee benefits plan of Iridium Holdings (i) grant or increase any severance or termination pay (or amend any existing arrangement with) any director or officer, (ii) increase benefits payable under any existing severance or termination pay policies or employment agreements in respect of any officer or director, (iii) enter into any employment or deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer, (iv) establish or adopt or amend any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director or officer or (v) increase material compensation, bonus or other benefits payable to any director of officer, in each case, other than in the ordinary course of business in a manner consistent with past practice;

change methods of accounting, except as required by concurrent changes in law or GAAP;

settle or propose to settle (i) any material litigation, investigation, arbitration, proceeding or other claim before any arbitrator or governmental authority, (ii) any equityholder litigation against Iridium Holdings, Baralonco or Syncom or any of their respective current or former officers or directors before any governmental authority or (iii) any litigation, arbitration or proceeding that relates in any way to the transaction contemplated by the transaction agreement before any arbitrator or governmental authority;

make or change any material tax election, change any annual tax accounting period, adopt or change any method of tax accounting, materially amend any tax returns or file claims for material tax refunds, enter any material closing agreement, settle any material tax claim, audit or assessment, or surrender any right to claim a material tax refund, offset or other reduction in tax liability;

apply to the FCC or any non-U.S. governmental authority for any license, construction permit, authorization or any modification thereto that would materially restrict the present operations of any satellites owned by Iridium Holdings or its subsidiaries; or

agree, resolve or commit to do any of the foregoing.

Interim covenants relating to GHQ. Under the transaction agreement, GHQ is required to, and has agreed to use its reasonable best efforts to, conduct its business in the ordinary course consistent with past practice and maintain in effect all of its licenses and permits in the ordinary course of business consistent with past practice. The most significant activities that GHQ has agreed not to do, are as follows:

amend its charter documents (whether by acquisition, consolidation or otherwise);

split, combine or reclassify any shares of capital stock of GHQ or other equity securities or declare, set aside or pay any dividend or other distribution in respect of the capital stock of GHQ or other equity securities, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any capital stock or other equity securities of GHQ;

issue, deliver or sell or authorize the issuance, delivery or sale of, any capital stock or other equity securities of GHQ or amend any term of any capital stock or other equity securities of GHQ (in each case whether by acquisition, consolidation or otherwise);

acquire (by acquisition, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses, other then in the ordinary course of business in a manner consistent with past practice;

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sell, lease or otherwise transfer, or to create or incur any lien on, any assets, securities, properties, or businesses, other than in the ordinary course consistent with past practice;

make any loans, advances or capital contributions to, or investments in, any other person;

create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof;

enter into any hedging arrangements;

enter into any agreement or arrangement that limits or otherwise restricts in any respect GHQ or any successor thereto that could, after the closing of the acquisition, limit or restrict in any respect GHQ or any of its subsidiaries from engaging or competing in any line of business in any location with any person or, except in the ordinary course of business consistent with past practice, otherwise waive, release or assign any material rights, claim or benefits of GHQ;

increase compensation or bonus payable to any director or officer;

change methods of accounting, except as required by concurrent changes in law or GAAP;

settle or offer or propose to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim involving or against GHQ, (ii) any equityholder litigation against GHQ or (iii) any litigation, arbitration, proceeding or dispute that relates to the transactions contemplated by the transaction agreement;

agree, resolve or commit to do any of the foregoing.

2009 Plan

Prior to or on the date of the closing of the acquisition, GHQ has agreed to adopt a long-term equity incentive plan for the officers and directors of GHQ following the closing of the acquisition pursuant to which options to purchase GHQ common stock and/or awards of restricted shares of GHQ common stock will be granted. Under the 2009 Plan, GHQ will reserve 8.0 million shares of its common stock for issuance under the 2009 plan and will register those shares under the Securities Act. Please see Proposal IV – Adoption of the Incentive Option Plan.

Access to Information

Until the closing date, the Sellers agree to provide GHQ and its representatives reasonable access during normal business hours, upon prior notice, to the office, properties, books and records of Iridium Holdings, its subsidiaries and of Baralonco and Syncom, furnish financial and operating data as GHQ or its representatives may reasonably request and to cause the employees, counsel and financial advisors of Iridium Holdings and its subsidiaries to cooperate with GHQ. GHQ has also agreed to provide Iridium Holdings and its representatives reasonable access during normal business hours, upon prior notice, to the office, properties, books and records of GHQ, furnish financial and operating data as Iridium Holdings or its representatives may reasonably request and to cause the employees, counsel and financial advisors of GHQ, as applicable, and its subsidiaries to cooperate with GHQ.

Sales and Transfer Taxes

All transfer, documentary, sales, use, stamp, registration and other taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by the transaction agreement will be borne equally by GHQ, on the one hand, and the Sellers, on the other hand. The party having responsibility for the payment of the tax will prepare and file all necessary tax returns and other documentation, with the cost of the preparation of the filing to be borne by Iridium Holdings.

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Distributions

Iridium Holdings is not permitted to, directly or indirectly, pay any cash or other dividends or make any cash or other distributions to any of its equityholders at any time prior to the closing of the acquisition, except Iridium Holdings may make cash distributions to its equityholders of up to an aggregate of $37.9 million. On November 3, 2008, Iridium Holdings made distributions totaling $13,568,393 to Baralonco and $5,136,346 to Syncom as part of the cash distributions of an aggregate of $37.9 million that Iridium Holdings made to its equityholders. Baralonco and Syncom may distribute their allocable portion of any permitted Iridium Holdings distribution and may distribute any net cash to their equityholders.

Directors and Officers of GHQ After the Acquisition

GHQ and Iridium Holdings have each agreed to take all necessary action to ensure that two individuals designated by Greenhill who currently serve on GHQ’s board of directors, four of Iridium Holdings’ current directors, the current chief executive officer of Iridium Holdings, one representative of Syncom and two of the current independent directors of GHQ continue to serve or are appointed to serve, as the case may be, as directors of GHQ, to be effective immediately after the closing of the acquisition. The current officers of GHQ will resign at the closing of the acquisition and the current officers of Iridium Holdings will continue to serve in their current positions after the closing of the acquisition.

Indemnification for Officers and Directors

All rights to indemnification for acts or omissions occurring through the closing date that now exist in favor of current officers and directors of Iridium Holdings and GHQ will survive the closing of the acquisition and continue in full force and effect. To the fullest extent allowed by applicable law, from the closing to the sixth anniversary of the closing of the acquisition, GHQ will cause Iridium Holdings, its subsidiaries and any successor to GHQ to indemnify and hold harmless each former and present (as of the closing of the acquisition) officer and director of GHQ, Iridium Holdings and its subsidiaries against any costs incurred in connection with any claim, action, suit, proceeding or investigation arising out of actions taken by them in their capacity as an officer or director prior to the closing of the acquisition.

For a period of six years following the closing of the acquisition, GHQ will cause to be maintained in effect the current directors’ and officers’ liability insurance policies (or policies of at least the same coverage amounts containing terms and conditions which are no less advantageous) of Iridium Holdings and GHQ with respect to claims arising from facts and circumstances prior to the closing of the acquisition. In the case of Iridium Holdings’ insurance policy, GHQ shall not be required to pay an aggregate premium for the directors’ and officers’ liability insurance in excess of 300% of the annual premium Iridium Holdings paid in its last full fiscal year.

Amendment and Restatement of GHQ’s Certificate

Prior to closing of the acquisition, GHQ has agreed to amend and restate our certificate to, among other things, change our name to “Iridium Communications Inc.”, permit GHQ’s continued existence after February 14, 2010 and increase the number of our authorized shares of common stock. See “Proposal II—Approval of the Amended and Restated Certificate of Incorporation.”

Exclusivity; No Solicitation

Iridium Holdings and the Sellers have agreed and have agreed to cause their respective affiliates, employees and representative not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage or provide information to any person (other than GHQ) concerning any recapitalization, merger, sale (directly or indirectly) of Iridium Holdings or its assets. Additionally, GHQ has agreed, and has agreed to cause its affiliates, employees and representatives not to, directly or indirectly, solicit or enter into discussions or transactions or encourage or provide information to any person (other than Iridium Holdings) concerning a business combination or similar transaction. Iridium Holdings, the Sellers and GHQ have also agreed to terminate and cause their respective affiliates, employees and representatives to terminate any discussions with any person concerning a possible business combination.

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no law or injunction shall prohibit the consummation of the transactions contemplated by the transaction agreement;

Special Meeting of GHQ Stockholders

GHQ has agreed to call and hold a special meeting of its stockholders as soon as practicable in accordance with applicable law for the purpose of seeking the approval of our stockholders of the acquisition and other proposals described in this proxy statement.

Fees and Expenses

The parties to the transaction agreement agreed that each party will bear its own fees and expenses. To the extent any fees and expenses are incurred by Iridium Holdings in connection with the transaction agreement and other related agreements and the transactions contemplated thereby, those fees and expenses will be discharged by Iridium Holdings in full on or prior to the closing of the acquisition.

Convertible Subordinated Promissory Note

The parties have agreed that in the event the closing of the acquisition occurs after September 22, 2009, Greenhill Europe, the holder of the $22.9 million convertible subordinated promissory note issued by Iridium Holdings (the “note”), will upon the exercise of its conversions rights under the note be considered a Seller under the transaction agreement and have the right to receive 2.29 million shares of GHQ common stock at the closing of the acquisition. If the closing of the acquisition occurs prior to September 22, 2009, GHQ and Greenhill Europe will enter into an agreement which will entitle Greenhill Europe to exchange the Iridium Holdings unit into which the note is convertible for shares of GHQ common stock upon the first anniversary of the issuance of the note at an exchange ratio of 27.2866 shares of GHQ common stock per Iridium Holdings unit.

Conditions to the Closing of the Acquisition

the expiration or termination of any applicable waiting periods under the HSR Act (early termination of the applicable waiting period was granted on October 10, 2008);

all FCC consents with respect to the transactions contemplated by the transaction agreement have been obtained; and

The obligation of GHQ to complete the acquisition and related transactions is subject to the requirement that specified conditions must be satisfied or waived by GHQ, including the following:

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