LUXEMBOURG--(BUSINESS WIRE)--Dec. 20, 2016--
Intelsat S.A. (NYSE: I), operator of the world’s first Globalized
Network, powered by its leading satellite backbone, today announced that
its wholly-owned subsidiary, Intelsat (Luxembourg) S.A. (“Intelsat
Luxembourg”), has commenced, subject to the terms and conditions set
forth in a confidential offering memorandum (the “Offering Memorandum”),
a private offer to exchange (the “Exchange Offer”) its 6.75% Senior
Notes due 2018 (CUSIP No. 458204 AN4) (the “2018 Lux Notes”) held by
Eligible Holders (as defined below) for newly issued 12.50% Senior Notes
due 2024 (“2024 Lux Notes”).
For each $1,000 principal amount of 2018 Lux Notes validly tendered at
or before the Expiration Time (as defined below) and not validly
withdrawn, Eligible Holders of 2018 Lux Notes will be eligible to
receive $1,000 principal amount of 2024 Lux Notes. Eligible Holders
whose 2018 Lux Notes are accepted in the Exchange Offer will also
receive a cash payment equal to the accrued and unpaid interest in
respect of such 2018 Lux Notes from December 1, 2016, which is the most
recent interest payment date, to, but excluding, the Early Settlement
Date or Final Settlement Date (each as defined below), as applicable,
provided, aggregate cash payments to Eligible Holders who tender their
2018 Lux Notes after the Early Delivery Time (as defined below) and who
in exchange receive 2024 Lux Notes on the Final Settlement Date, will be
reduced by the amount of interest accrued on the 2024 Lux Notes received
by them from the Early Settlement Date to, but excluding, the Final
Settlement Date.
The 2024 Lux Notes will mature on November 15, 2024. Interest on the
2024 Lux Notes will accrue at the rate of 12.50% per annum and be
payable semi-annually in arrears on May 15 and November 15 of each year,
commencing on May 15, 2017. On or after June 1, 2017, IntelsatLuxembourg may redeem all or a portion of the 2024 Lux Notes at any time
at a price equal to 100% of the principal amount of the 2024 Lux Notes
redeemed, together with accrued and unpaid interest to, but excluding,
the redemption date. Prior to June 1, 2017, Intelsat Luxembourg may
redeem all or a portion of the 2024 Lux Notes at any time at a price
equal to 101.688% of the principal amount of the 2024 Lux Notes
redeemed, together with accrued and unpaid interest to, but excluding,
the redemption date.
The 2024 Lux Notes will be Intelsat Luxembourg’s senior unsecured
obligations, ranking equally in right of payment with all of its
existing and future senior indebtedness and senior to its existing and
future subordinated indebtedness. The 2024 Lux Notes will be effectively
subordinated to Intelsat Luxembourg’s existing and future secured
indebtedness to the extent of the assets securing such secured debt. The
2024 Lux Notes will also be structurally subordinated to all of the
existing and future liabilities of Intelsat Luxembourg’s subsidiaries,
including the liabilities of Intelsat Connect Finance S.A. (“ICF”) to be
incurred in connection with the exchange offers previously announced on
December 7, 2016 (the “Prior Exchange Offers”) and the liabilities of
Intelsat Jackson Holdings S.A. under its Secured Credit Agreement and
existing notes.
The Exchange Offer will expire at 11:59 p.m., New York City time, on
January 19, 2017, unless it is extended or earlier terminated by
Intelsat Luxembourg. In order to participate in the Exchange Offer,
Eligible Holders must validly tender their 2018 Lux Notes at or prior to
11:59 p.m., New York City time, on January 19, 2017, unless extended by
Intelsat Luxembourg (such date and time, as the same may be extended,
the “Expiration Time”). Intelsat Luxembourg expects to conduct an early
settlement of the Exchange Offer with respect to 2018 Lux Notes validly
tendered and not validly withdrawn prior to 11:59 p.m., New York City
time, on January 4, 2017 (the “Early Delivery Time” and the date of such
early settlement, the “Early Settlement Date”), and a final settlement
promptly after the Expiration Time (the “Final Settlement Date”).
The following table sets forth certain key dates of the Exchange Offer.
Further information may be found in the Offering Memorandum:
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Key Date
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Calendar Date
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Launch Date
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December 20, 2016
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Early Delivery Time
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11:59 p.m., New York City time, on January 4, 2017, unless extended
or earlier terminated by Intelsat Luxembourg.
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Early Settlement Date
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Promptly after the Early Delivery Time, and expected to be the
second business day after the Early Delivery Time. The Early
Settlement Date is currently expected to be January 6, 2017.
Intelsat Luxembourg reserves the right, but is under no obligation,
to elect to have an Early Settlement Date.
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Withdrawal Deadline
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11:59 p.m., New York City time, on the date of the Early Delivery
Time, unless extended or earlier terminated by Intelsat Luxembourg.
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Expiration Time
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11:59 p.m., New York City time, on January 19, 2017, unless extended
or earlier terminated by Intelsat Luxembourg.
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Final Settlement Date
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The final settlement date is currently expected to be January 20,
2017.
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Intelsat Luxembourg reserves the right, but is under no obligation, to
elect an Early Settlement Date.
The Exchange Offer is subject to customary closing conditions. Subject
to applicable law and the terms set forth in the Offering Memorandum,
Intelsat Luxembourg reserves the right to waive any and all conditions
to the Exchange Offer, in whole or in part, and may do so, subject to
applicable law, without reinstating withdrawal rights. In addition,
Intelsat Luxembourg expressly reserves the right to extend or terminate
the Exchange Offer and to otherwise amend or modify the Exchange Offer
in any respect.
Tendering 2018 Lux Notes in the Exchange Offer will preclude tendering
those 2018 Lux Notes in the Prior Exchange Offer for 2018 Lux Notes (the
“Prior 2018 Lux Exchange Offer”), unless they are validly withdrawn from
the Exchange Offer. ICF intends to tender into the Exchange Offer the
$25 million of 2018 Lux Notes currently held by it, together with the
additional 2018 Lux Notes acquired by it in the Prior 2018 Lux Exchange
Offer and pursuant to the support agreements previously announced on
December 7, 2016. It is anticipated that the 2018 Lux Notes acquired by
Intelsat Luxembourg pursuant to the Exchange Offer will be cancelled.
The 2024 Lux Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable
securities laws and, unless so registered, the 2024 Lux Notes may not be
offered, sold, pledged or otherwise transferred in the United States or
to or for the account or benefit of any U.S. person, except pursuant to
an exemption from the registration requirements of the Securities Act.
Intelsat Luxembourg does not intend to register the 2024 Lux Notes under
the Securities Act or the securities laws of any other jurisdiction. The
2024 Lux Notes are not transferable except in accordance with the
restrictions described more fully in the Offering Memorandum.
The Exchange Offer is being made, and the 2024 Lux Notes to be issued
pursuant to the Exchange Offer are being offered and issued, only (a) in
the United States to holders of 2018 Lux Notes who are “qualified
institutional buyers” (as defined in Rule 144A under the Securities
Act), (b) in the United States to holders of 2018 Lux Notes not resident
in Arkansas who are institutional “accredited investors” (within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and (c) outside the United States to holders of 2018 Lux
Notes who are persons other than U.S. persons in reliance upon
Regulation S under the Securities Act. The holders of 2018 Lux Notes who
have certified to Intelsat Luxembourg that they are eligible to
participate in the Exchange Offer pursuant to at least one of the
foregoing conditions are referred to as “Eligible Holders.” Only
Eligible Holders are authorized to receive or review the Offering
Memorandum or participate in the Exchange Offer.
The Exchange Offer is being conducted pursuant to the Offering
Memorandum, this press release and Intelsat S.A.’s or Intelsat
Luxembourg’s other press releases related to the Exchange Offer
(collectively, the “Exchange Offer Materials”).
Guggenheim Securities acted as Intelsat’s financial advisor for these
transactions and Wachtell, Lipton, Rosen & Katz served as legal advisor.
Questions regarding the Exchange Offer may be directed to IntelsatLuxembourg at the following email address: Attn: Investor Relations,
Email: investor.relations@intelsat.com.
The complete terms and conditions of the Exchange Offer, as well as the
terms of the 2024 Lux Notes, are set forth in the Offering Memorandum.
The Offering Memorandum will only be made available to holders who
complete an eligibility letter confirming their status as Eligible
Holders. Holders of 2018 Lux Notes who wish to receive a copy of the
eligibility letter for the Exchange Offer may contact Global Bondholder
Services Corporation (the “Information and Exchange Agent”) at 65
Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions,
(212) 430-3774 (for banks and brokers) or (866) 470-4200 (for all
others). Holders may also obtain and complete an electronic copy of the
eligibility letter on the following website maintained by Global
Bondholder Services: http://gbsc-usa.com/eligibility/intelsat_luxembourg.
Intelsat Luxembourg is making the Exchange Offer only by, and pursuant
to, the terms of the Exchange Offer Materials. None of IntelsatLuxembourg, the Information and Exchange Agent, nor their respective
affiliates makes any recommendation as to whether Eligible Holders
should tender or refrain from tendering their 2018 Lux Notes. Eligible
Holders must make their own decision as to whether or not to tender
their 2018 Lux Notes, as well as with respect to the principal amount of
the 2018 Lux Notes to tender. The Exchange Offer is not being made to
any holders of 2018 Lux Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
This press release does not constitute an offer to purchase securities
or a solicitation of an offer to sell any securities or an offer to sell
or the solicitation of an offer to purchase any new securities, nor does
it constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is unlawful.
About Intelsat
Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network,
powered by its leading satellite backbone, delivering high-quality,
cost-effective video and broadband services anywhere in the world.
Intelsat’s Globalized Network combines the world’s largest satellite
backbone with terrestrial infrastructure, managed services and an open,
interoperable architecture to enable customers to drive revenue and
reach through a new generation of network services. Thousands of
organizations serving billions of people worldwide rely on Intelsat to
provide ubiquitous broadband connectivity, multi-format video
broadcasting, secure satellite communications and seamless mobility
services. The end result is an entirely new world, one that allows us to
envision the impossible, connect without boundaries and transform the
ways in which we live.
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding the
Exchange Offer and the Prior Exchange Offers, constitute
“forward-looking statements” that do not directly or exclusively relate
to historical facts. When used in this release, the words “may,” “will,”
“might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,”
“estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,”
and the negative of these terms, and other similar expressions are
intended to identify forward-looking statements and information.
The forward-looking statements reflect Intelsat’s intentions, plans,
expectations, anticipations, projections, estimations, predictions,
assumptions and beliefs about future events and are subject to risks,
uncertainties and other factors, many of which are outside of Intelsat’s
control. Important factors that could cause actual results to differ
materially from the expectations expressed or implied in the
forward-looking statements include known and unknown risks. Known risks
include, among others, market conditions and the risks described in
Intelsat’s annual report on Form 20-F for the year ended December 31,
2015, quarterly report on Form 6-K for the quarters ended June 30, 2016
and September 30, 2016, and its other filings with the U.S. Securities
and Exchange Commission and risks and uncertainties related to our
ability to consummate the Exchange Offer or the Prior Exchange Offers.
Because actual results could differ materially from Intelsat’s
intentions, plans, expectations, anticipations, projections,
estimations, predictions, assumptions and beliefs about the future, you
are urged to view all forward-looking statements with caution. Intelsat
does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161220006153/en/
Source: Intelsat
Intelsat
Dianne VanBeber, +1 703-559-7406
Vice President,
Investor Relations and Corporate Communications
dianne.vanbeber@intelsat.com
or
Michele
Loguidice, +1 703-559-7372
Director, Investor Relations and
Corporate Communications
michele.loguidice@intelsat.com