Freshfields Advises AST SpaceMobile on an Offering of $1.15bn Principal Amount of New Convertible Notes as well as the Repurchase of $50m Principal Amount of Existing Convertible Notes and $161m Registered Direct Offering of Class A Common Stock

Global law firm Freshfields advised AST SpaceMobile, Inc. (“AST SpaceMobile”) on its offering of $1.15 billion aggregate principal amount of 2.00% Convertible Senior Notes due 2036 (the “Notes”). The Notes include $150 million aggregate principal amount of Notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes are convertible into cash, shares of AST SpaceMobile’s Class A common stock, or a combination thereof, at AST SpaceMobile’s election.

Freshfields also advised AST SpaceMobile on the private repurchase of $50.0 million of its existing convertible notes and on its $161.1 million registered direct offering of 2,048,849 shares of its Class A common stock. AST SpaceMobile used the proceeds of the equity offering to fund the repurchase of $50.0 million principal amount of its outstanding 4.25% convertible senior notes due 2032 in privately negotiated repurchase transactions with a limited number of noteholders for an aggregate repurchase price of approximately $161.1 million. Freshfields represented AST in connection with the issuance of the convertible notes in January 2025.

AST SpaceMobile is building the world’s first and only space-based cellular broadband network accessible directly by everyday smartphones and designed for both commercial and government applications.

The Freshfields capital markets team consisted of partner Michael Levitt, counsels Jeffrey Gould and Tracy Zhang, and associates Katherine Kim, Yunah Ko, Evelyne Kim and Will Gu. Tax advice was provided by partner Claude Stansbury and counsel Jay Cosel.

The Firm’s overall representation of AST SpaceMobile includes advising AST on a transaction with Ligado Networks in which AST will develop next-generation space-based broadband services using Ligado’s L-band spectrum. The broader Freshfields team is led from New York by partners Madlyn Primoff, Ethan Klingsberg, Oliver Board, Kyle Lakin and Mena Kaplan. They are supported by counsel Alex Rich, senior associates Danny Spencer and Henry Chau, and associates Sarah Margolis, Nora McDonnell, Joyce Yeo, Jordan Phelan, Ruth Levy, Rhea Khakhria, Sydney Hallisley, Madeline Goodlad, Matthew Sieben, Eric Mason and Faron Stalker. Counsel Henry Hutten and associates Marcus Levy and Shannon Sciaretta are providing restructuring litigation support. Partner Bruce McCulloch and special counsel Charles Ramsey are providing antitrust advice.