News Release
Intelsat Announces Tender Offers for Certain Notes of Intelsat Jackson Holdings S.A.
The Tender Offers are scheduled to expire at
The aggregate consideration to be paid for the purchase of the Securities pursuant to the Tender Offers is up to the Maximum Payment Amount. The principal amount of any series of Securities that is purchased in a Tender Offer will be based on the acceptance priority level for such series, as set forth in the table below (the “Acceptance Priority Level”). As discussed in more detail in the Tender Offer Materials, Intelsat Jackson reserves the right, but is under no obligation, to increase or decrease the Maximum Payment Amount, at any time, subject to compliance with applicable law.
The following table sets forth certain terms of the Tender Offers:
Dollars per $1,000 Principal Amount of Securities |
||||||||||||||||||
Title of Security |
CUSIP |
Principal |
Acceptance |
Tender Offer |
Early |
Total |
||||||||||||
6 ⅝% Senior Notes due 2022 | 45824TAM7 | $815,252,000(3) | 1 | $720.00 | $20.00 | $740.00 | ||||||||||||
5 ½ % Senior Notes due 2023 | 45824TAP0 | $2,000,000,000 | 2 | $710.00 | $20.00 | $730.00 | ||||||||||||
7 ½% Senior Notes due 2021 | 45824TAG0 | $1,150,000,000 | 3 | $755.00 | $20.00 | $775.00 | ||||||||||||
(1) Excludes accrued and unpaid interest up to, but not including, the
applicable Settlement Date, which will be paid in addition to the Tender
Offer Consideration or Total Consideration, as applicable.
(2)
Includes the Early Tender Premium.
(3) Excludes approximately
The total consideration (the “Total Consideration”) payable for each
Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw their Securities at or prior to the Early Tender Date will be entitled to receive the Total Consideration, plus accrued and unpaid interest up to, but not including, the applicable Settlement Date (as defined below) if and when such Securities are accepted for payment. Holders who validly tender their Securities after the Early Tender Date but at or prior to the Expiration Date will be entitled to receive only the tender offer consideration equal to the applicable Total Consideration less the Early Tender Premium (the “Tender Offer Consideration”), plus accrued and unpaid interest up to, but not including, the applicable Settlement Date, if and when such Securities are accepted for payment.
Intelsat Jackson reserves the right but is under no obligation, at any
point following the Early Tender Date and before the Expiration Date, to
accept for purchase any Securities validly tendered at or prior to the
Early Tender Date (the date of such purchase, the “Early Settlement
Date”). The Early Settlement Date will be determined at
To receive either the Total Consideration or the Tender Offer
Consideration, holders of the Securities must validly tender and not
validly withdraw their Securities prior to the Early Tender Date or the
Expiration Date, respectively. Securities tendered may be withdrawn from
the Tender Offers at or prior to, but not after,
Subject to the Maximum Payment Amount, the application of the Acceptance Priority Levels and the other terms and conditions described in the Tender Offer Materials, including the Financing Condition (as defined below) and Intelsat Jackson’s right to increase or decrease the Maximum Payment Amount, Intelsat Jackson intends to accept for payment all Securities validly tendered at or prior to the Expiration Date, and will only prorate the Securities if the aggregate consideration necessary to purchase the aggregate amount of Securities validly tendered at or prior to the Early Tender Date or the Expiration Date, as applicable, exceeds the Maximum Payment Amount. The amounts of each series of Securities that are purchased in the Tender Offer will be determined in accordance with the Acceptance Priority Levels set forth in the Offer to Purchase and referenced in the table above, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level. At the applicable Settlement Date, all Securities validly tendered and not validly withdrawn in the Tender Offer having a higher (i.e., lower numerical) Acceptance Priority Level will be accepted before any tendered Securities having a lower Acceptance Priority Level are accepted in the Tender Offer. If the aggregate principal amount of any Securities of a series tendered and not validly withdrawn in the Tender Offer exceeds the amount of the Maximum Payment Amount remaining available for application, then, if any Securities of such series are purchased, Intelsat Jackson will accept such Securities on a pro rata basis. In the event that Securities with a certain Acceptance Priority Level are accepted on such a pro rata basis, no series of Securities with a lower Acceptance Priority Level will be accepted for payment.
If the Tender Offers are not fully subscribed as of the Early Tender Date and we elect to have an Early Settlement Date, Holders who validly tender Securities after the Early Tender Date may be subject to proration, whereas Holders who validly tender Securities at or prior to the Early Tender Date will not be subject to proration. If the Tenders Offers are not fully subscribed as of the Early Tender Date and we elect to have an Early Settlement Date, Securities tendered at or before the Early Tender Date will be accepted for purchase in priority to other Securities tendered after the Early Tender Date, even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level than Securites tendered prior to the Early Tender Date. In addition, if the aggregate consideration necessary to purchase the aggregate amount of Securities of all series validly tendered at or prior to the Early Tender Date exceeds the Maximum Payment Amount and we elect to have an Early Settlement Date, Holders who validly tender Securities after the Early Tender Date will not have any of their Securities accepted for payment. However, in the event we do not elect to have an Early Settlement Date and the aggregate consideration necessary to purchase the aggregate amount of Securities of all series validly tendered at or prior to the Final Settlement Date exceeds the Maximum Payment Amount, all Holders who validly tendered Securities will be subject to proration, subject to the application of the Acceptance Priority Levels. Securities which were not accepted for purchase due to the Maximum Payment Amount or the application of the Acceptance Priority Levels may be accepted if we increase the Maximum Payment Amount, which we are entitled to do at our sole discretion, and such increase is not fully met or exceeded by Securities validly tendered at or prior to the Early Tender Date (in the event we elect to have an Early Settlement Date) or by Securities purchased in a higher (i.e., lower numerical) Acceptance Priority Level. There can be no assurance that we will increase the Maximum Payment Amount.
The obligation of Intelsat Jackson to accept for purchase and to pay either the Total Consideration or Tender Offer Consideration and the accrued and unpaid interest on the Securities pursuant to the Tender Offers is not subject to any minimum tender condition, but is subject to the Maximum Payment Amount, the application of the Acceptance Priority Levels and the satisfaction or waiver of the Financing Condition and certain other conditions described in 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 Tender Offer Consideration or Total Consideration, as applicable, 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.
Intelsat Jackson has retained
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 make 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 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
Because actual results could differ materially from
View source version on businesswire.com: http://www.businesswire.com/news/home/20160512005657/en/
Source:
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