LUXEMBOURG--(BUSINESS WIRE)--Jun. 9, 2016--
Intelsat S.A. (NYSE:I), operator of the world’s first Globalized
Network, powered by its leading satellite backbone, today announced that
its subsidiary, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”) has
extended the Expiration Date and Withdrawal Deadline for its previously
announced tender offers (the “Tender Offers”) to purchase its 6 5/8%
Senior Notes due 2022 (CUSIP No. 45824TAM7) (the “2022 Notes”), 5½%
Senior Notes due 2023 (CUSIP No. 45824TAP0) (the “2023 Notes”) and 7½%
Senior Notes due 2021 (CUSIP No. 45824TAG0) (the “2021 Notes” and,
together with the 2022 Notes and the 2023 Notes, the “Securities”) for
up to $625,000,000 in aggregate cash consideration (excluding accrued
and unpaid interest on the Securities and excluding fees and expenses
related to the Tender Offers). Intelsat Jackson further announced that
the Early Tender Date with respect to the Tender Offers will be the
Expiration Date, as extended, and that, accordingly, all Securities
tendered in the Tender Offers by the Expiration Date and accepted for
payment will receive the Total Consideration, which includes the Early
Tender Premium (each as defined in the amended and restated Offer to
Purchase dated as of May 17, 2016 (the “Offer to Purchase”)). Intelsat
Jackson’s obligation to accept and pay for Securities in the Tender
Offers remains subject to satisfaction or waiver of the Financing
Condition (as defined below) and the other general conditions described
in the Offer to Purchase.
As of 5:00 PM on June 8, 2016, the Tender Offers were over-subscribed
with approximately $2.0 billion aggregate principal amount of the
Securities (constituting approximately 51.2% of the currently
outstanding the Securities) tendered.
Intelsat Jackson commenced the Tender Offers on May 12, 2016. The new
Expiration Date, which also will be the date by which tenders must be
received for holders to receive the applicable Early Tender Premium, and
Withdrawal Deadline will be 11:59 p.m., New York City time, on June 22,
2016, unless extended or earlier terminated by Intelsat Jackson, for
each series of Securities. Accordingly, all Securities tendered by the
Expiration Date, including those tendered prior to today’s extension of
the Early Tender Date and not withdrawn, will be eligible to receive the
Total Consideration (which includes the Early Tender Premium). All other
terms and conditions of the Tender Offers, as previously announced and
described in the Offer to Purchase and the related Letter of
Transmittal, remain unchanged.
The following table sets forth certain key dates of the Tender Offers,
as extended. Further information may be found in the Tender Offer
Materials (as defined below):
|
|
|
|
Key Date
|
|
|
Calendar Date
|
Launch Date
|
|
|
May 12, 2016
|
Expiration Date, Early Tender Date and Withdrawal Deadline
|
|
|
11:59 p.m., New York City time, on June 22, 2016, unless extended or
earlier terminated by Intelsat Jackson.
|
Final Settlement Date
|
|
|
The Final Settlement Date is currently expected to be June 23, 2016.
|
|
|
|
|
The Tender Offers are being conducted pursuant to the Offer to Purchase,
the accompanying amended and restated Letter of Transmittal, the press
release dated June 1, 2016, this press release and Intelsat S.A.’s or
Intelsat Jackson’s other press releases used in the Tender Offers
(collectively, the “Tender Offer Materials”). Intelsat Jackson’s
obligation to accept for purchase, and to pay for, Securities validly
tendered pursuant to the Tender Offers is subject to, and conditioned
upon, having obtained debt financing (the “New Debt Financing”) in a
minimum aggregate principal amount that will generate sufficient
proceeds, in addition to cash on hand, to purchase the tendered
Securities, including payment of the Total Consideration and any fees
payable in connection with the Tender Offers, subsequent to the date
hereof and on or prior to the Final Settlement Date, on terms and
conditions reasonably satisfactory to Intelsat Jackson (the “Financing
Condition”). Intelsat Jackson’s current intention is to satisfy the
Financing Condition by issuing long-term senior secured debt securities
but, subject to market conditions and at Intelsat Jackson’s sole
discretion, Intelsat Jackson may elect to enter into alternative debt
financing. There can be no assurance any such New Debt Financing will be
available, and thus no assurance that the Financing Condition will be
satisfied.
As of 5:00 PM on June 8, 2016, approximately $581,593,000 aggregate
principal amount of 2022 Notes (constituting approximately 71.3% of the
currently outstanding 2022 Notes), approximately $1,173,769,000
aggregate principal amount of 2023 Notes (constituting approximately
58.7% of the currently outstanding 2023 Notes), and approximately
$275,283,000 aggregate principal amount of 2021 Notes (constituting
approximately 23.9% of the currently outstanding 2021 Notes), have been
tendered in the Tender Offers.
Questions regarding the Tender Offers may be directed to Guggenheim
Securities, LLC at 330 Madison Avenue, New York, New York 10017, Attn:
Liability Management Group, Phillip Laroche, ((212) 293-3035 (phone) or Phillip.Laroche@guggenheimpartners.com
(email). Requests for the Tender Offer Materials may be directed to
Global Bondholder Services Corporation 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).
Intelsat Jackson is making the Tender Offers only by, and pursuant to,
the terms of the Tender Offer Materials. None of Intelsat Jackson, the
Dealer Manager, the Information and Depositary Agent nor their
respective affiliates makes any recommendation as to whether Holders
should tender or refrain from tendering their Securities. Holders must
make their own decision as to whether to tender Securities and, if so,
the principal amount of the Securities to tender. The Tender Offers are
not being made to holders of Securities 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. In any
jurisdiction in which the securities laws or blue sky laws require the
Tender Offers to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of Intelsat Jackson by one or
more registered brokers or dealers that are licensed under the 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,
including in connection with the New Debt Financing, nor does it
constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is unlawful. Capitalized terms used in this press
release but not otherwise defined herein have the meanings assigned to
them in the Tender Offer Materials.
About Intelsat
Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network,
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. For more information, visit www.intelsat.com.
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding the
Tender Offer and the New Debt Financing, 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, 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, and its other filings with the U.S. Securities and Exchange
Commission and risks and uncertainties related to our ability to
consummate the New Debt Financing and the Tender Offers.
Because actual results could differ materially from Intelsat’s
intentions, plans, expectations, 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/20160609005512/en/
Source: Intelsat
Intelsat
Dianne VanBeber, +1-703-559-7406
Vice President,
Investor Relations and Corporate Communications
dianne.vanbeber@intelsat.com