LUXEMBOURG--(BUSINESS WIRE)--Jun. 11, 2018--
Intelsat S.A. (NYSE:I) today announced that it has priced its previously
announced offering of 13,477,089 common shares, nominal value $0.01 per
share (plus up to an additional 2,021,563 common shares potentially
issuable pursuant to an option to purchase additional shares) at
US$14.84 per common share. Intelsat has also priced its previously
announced concurrent offering of US$350 million aggregate principal
amount of 4.50% convertible senior notes due 2025 (the “notes”) (plus up
to an additional US$52.5 million aggregate principal amount of notes
pursuant to an option to purchase additional notes) in a private
offering to qualified institutional buyers pursuant to Rule 144A under
the U.S. Securities Act of 1933. The offering of common shares is
expected to close on June 14, 2018. The offering of the notes is
expected to close on June 18, 2018. The offerings are each subject to
customary closing conditions. The note offering was upsized from an
initially announced aggregate principal amount of US$300 million.
The notes will be convertible into common shares under specified
circumstances, subject to Intelsat’s option to cash settle such
conversions in whole or in part. The initial conversion rate will be
55.0085 common shares per US$1,000 principal amount of the notes
(equivalent to an initial conversion price of approximately US$18.18 per
common share), subject to adjustments under specified circumstances. The
initial conversion price for the notes represents a conversion premium
of approximately 22.5% over the common share offering price. The notes
will accrue interest at an annual rate of 4.50%, payable semiannually in
arrears on June 15 and December 15 of each year, beginning December 15,
2018. The notes will mature on June 15, 2025, unless earlier
repurchased, redeemed or converted in accordance with their terms prior
to such date.
The closing of the note offering is not contingent upon the closing of
the common share offering, and the closing of the common share offering
is not contingent upon the closing of the note offering.
Goldman Sachs & Co. LLC and Morgan Stanley are acting as joint
book-running managers for the common share offering.
Intelsat currently expects that it will loan and/or contribute all or a
portion of the net proceeds from the note offering and the common share
offering to Intelsat Envision Holdings LLC, a new wholly-owned
subsidiary of Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg”) that
will become the direct parent company to Intelsat Connect Finance S.A.
and will guarantee Intelsat S.A.’s new convertible senior notes.
Intelsat currently expects that it will use such net proceeds to
purchase, by way of tender offer, open market purchases, and/or other
means, the 7¾% Senior Notes due 2021 of Intelsat Luxembourg. If Intelsat
is not able to purchase such notes at acceptable prices, Intelsat may
seek to utilize such net proceeds for other general corporate purposes,
including without limitation the purchase, redemption or repayment
otherwise of other indebtedness of Intelsat Luxembourg or of Intelsat
Connect Finance S.A.
Intelsat has filed a registration statement (including a prospectus)
with the Securities and Exchange Commission for the common share
offering. Investors in the common share offering are advised to read the
prospectus in that registration statement, the related prospectus
supplement and other documents Intelsat has filed with the SEC for more
complete information about Intelsat and the common share offering. You
may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, Intelsat, any underwriter or any dealer participating in
the common share offering will arrange to send you the prospectus and
related prospectus supplement if you request them by calling toll-free
1-866-471-2526.
The notes have been offered solely to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. The notes and the common
shares deliverable upon conversion of the notes have not been and will
not be registered under the Securities Act or the securities laws of any
other jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes or the common shares
deliverable upon conversion of the notes, nor will there be any sale of
the notes or the common shares deliverable upon conversion of the notes
in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful.
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding the note
offering and the common share offering, 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,
outlook, 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, the risks described in Intelsat’s annual report
on Form 20-F for the year ended December 31, 2017, and its other filings
with the U.S. Securities and Exchange Commission and risks and
uncertainties related to our ability to consummate the note offering and
the common share offering.
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: https://www.businesswire.com/news/home/20180611006326/en/
Source: Intelsat
Intelsat
Dianne VanBeber
Vice President, Investor Relations
+1-703-559-7406
(o)
+1-703-627-5100 (m)
dianne.vanbeber@intelsat.com