News Release
Intelsat Announces Amended Debt Exchange Offers
Among other things, the Amended Exchange Offers (i) increase the
aggregate consideration to be received by holders of Exchange Notes
following the Combination Date (as defined below), (ii) extend the
expiration time for each of the Amended Exchange Offers and each of the
related Consent Solicitations (as defined below) from
The Amended Exchange Offers and related Consent Solicitations are being
conducted pursuant to the Combination Agreement, dated as of
The Amended Exchange Offers provide for the exchange of the Existing Notes (as defined below) for new Exchange Notes. Following the closing date of the Combination (the “Combination Date”) and without any action by any holder of the Exchange Notes, each series of Exchange Notes will, by its terms, be mandatorily exchanged for cash and/or Final Jax Notes (as defined below).
The Amended Exchange Offers are subject to certain conditions precedent, including, among others, the tender of a minimum of 85% of the aggregate outstanding principal amount of each series of Existing Notes.
Amended Exchange Offers
Intelsat Jackson. Intelsat Jackson is offering to exchange (the “Jax Amended Exchange Offers”):
(i) new 7.25% Mandatorily Exchangeable Senior Notes due 2019 to be issued by Intelsat Jackson (the “Jax 2019 Exchange Notes”) for any and all of its outstanding 7.25% Senior Notes due 2019 (the “Jax 2019 Existing Notes”);
(ii) new 7.25% Mandatorily Exchangeable Senior Notes due 2020 to be issued by Intelsat Jackson (the “Jax 2020 Exchange Notes”) for any and all of its outstanding 7.25% Senior Notes due 2020 (the “Jax 2020 Existing Notes”); and
(iii) new 7.50% Mandatorily Exchangeable Senior Notes due 2021 to be issued by Intelsat Jackson (the “Jax 2021 Exchange Notes” and, together with the Jax 2019 Exchange Notes and Jax Exchange 2020 Notes, the “Jax Exchange Notes”) for any and all of its outstanding 7.50% Senior Notes due 2021 (the “Jax 2021 Existing Notes” and, together with the Jax 2019 Existing Notes and Jax Existing 2020 Notes, the “Jax Existing Notes”).
In connection with the Amended Exchange Offers, Intelsat Jackson has terminated its previously announced exchange offer and consent solicitation with respect to its outstanding 5.50% Senior Notes due 2023. No exchange offer for such notes is included in the Amended Exchange Offers.
ICF. ICF is offering to exchange (the “ICF Amended Exchange Offer”) new 12.50% Mandatorily Exchangeable Senior Notes due 2022 to be issued by ICF (the “ICF Exchange Notes”) for any and all of its outstanding 12.50% Senior Notes due 2022 (the “ICF Existing Notes”).
Intelsat Luxembourg.
(i) new 7.75% Mandatorily Exchangeable Senior Notes due 2021 to be issued by Intelsat Luxembourg (the “Lux 2021 Exchange Notes”) for any and all of its outstanding 7.75% Senior Notes due 2021 (the “Lux 2021 Existing Notes”); and
(ii) new 8.125% Mandatorily Exchangeable Senior Notes due 2023 to be issued by Intelsat Luxembourg (the “Lux 2023 Exchange Notes” and, together with the Lux 2021 Exchange Notes, the “Lux Exchange Notes”; collectively, with the Jax Exchange Notes and ICF Exchange Notes, the “Exchange Notes”) for any and all of its outstanding 8.125% Senior Notes due 2023 (the “Lux 2023 Existing Notes” and, together with the Lux 2021 Existing Notes, the “Lux Existing Notes”).
Consent Solicitations
In connection with the Amended Exchange Offers, the Issuers are continuing to solicit consents (the “Consent Solicitations”) to amend the indentures governing the Jax Existing Notes, the ICF Existing Notes, and the Lux Existing Notes (collectively, the “Existing Notes”, and the indentures governing the Existing Notes, collectively, the “Existing Indentures”). The proposed amendments to each Existing Indenture require the consent of holders of a majority of the aggregate principal amount of notes which are outstanding under such Existing Indenture. The proposed amendments would eliminate substantially all of the restrictive covenants under the Existing Indentures, modify or eliminate certain other provisions of the Existing Indentures, and waive certain defaults and events of defaults, if any, under the Existing Indentures.
Jax Exchange Notes
Each of the Jax Amended Exchange Offers provides for the issuance of
Prior to the Combination Date, the Jax Exchange Notes will have substantially identical terms to the corresponding series of the Jax Existing Notes for which they are exchanged, including the same guarantors, interest rates, and interest payment and maturity dates, and substantially identical covenants, except that none of the Jax Exchange Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and holders of the Jax Exchange Notes will not have any registration rights. The Jax Exchange Notes will accrue interest from the last interest payment date with respect to the corresponding series of Jax Existing Notes for which they are exchanged. If the Combination does not occur, the Jax Exchange Notes will retain their respective original principal amounts and these same terms.
Following the Combination Date and without any action by any holder of the Jax Exchange Notes: (a) each series of the Jax Exchange Notes will (i) as to a portion of the principal amount thereof, be mandatorily settled in full by delivery of new unsecured 7.000% 5-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax 5-Year Notes”), new unsecured 7.125% 6-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax 6-Year Notes”), and/or new unsecured 7.250% 7-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax 7-Year Notes” and, together with the Final Jax 5-Year Notes and Final Jax 6-Year Notes, the “Final Jax Notes”) on the terms set forth below; and (ii) as to the remaining portion of the principal amount thereof, become due and payable in cash; and (b) each series of the Jax Exchange Notes will, upon receipt of the Final Jax Consideration (as defined below) by the holders, be cancelled and will cease to be outstanding (collectively, the “Mandatory Jax Exchanges”). In addition, accrued but unpaid interest on the Jax Exchange Notes to but excluding the Combination Date will be paid upon consummation of the Mandatory Jax Exchanges.
As a result, following the Combination Date, each holder of Jax Exchange
Notes will mandatorily receive, in addition to accrued and unpaid
interest, for each
Applicable |
Aggregate |
Cash |
Final Jax |
Final Jax |
Final Jax |
|||||
For each $1,000 principal amount of Jax 2019 Exchange Notes | $980.00 | $148.75-$175.00 | $805.00-$831.25 | $0 | $0 | |||||
For each $1,000 principal amount of Jax 2020 Exchange Notes | $945.00 | $148.75-$175.00 | $0 | $770.00-$796.25 | $0 | |||||
For each $1,000 principal amount of Jax 2021 Exchange Notes | $915.00 | $148.75-$175.00 | $0 | $370.00-$383.13 | $370.00-$383.13 | |||||
(1) | The aggregate Final Jax Consideration received by a holder of Jax Exchange Notes, being the sum of cash and principal amount of Final Jax Notes per $1,000 principal amount of Jax Exchange Notes, is fixed. The aggregate cash consideration paid pursuant to the Mandatory Jax Exchanges for each series of Jax Exchange Notes is capped. The amount of cash consideration and Final Jax Notes received by holders of Jax Exchange Notes upon the Mandatory Jax Exchanges will depend on the participation level of holders of Jax Existing Notes in the applicable Jax Amended Exchange Offer. The chart above shows the minimum and maximum amount of cash consideration, Final Jax 5-Year Notes, Final Jax 6-year Notes, and Final Jax 7-Year Notes which a holder of Jax Exchange Notes will receive in the Mandatory Jax Exchanges. A holder of Jax Exchange Notes will receive (i) the minimum cash consideration and maximum amount of Final Jax Notes shown above if holders of 100% of the aggregate outstanding principal amount of the applicable series of Jax Existing Notes participate in the applicable Jax Amended Exchange Offer, (ii) the maximum cash consideration and minimum amount of Final Jax Notes shown above if holders of 85% of the aggregate outstanding principal amount of the applicable series of Jax Existing Notes participate in the applicable Jax Amended Exchange Offer, and (iii) an amount in between the minimum and maximum amounts of cash and Final Jax Notes shown above if participation in the applicable Jax Amended Exchange Offers is greater than 85% and less than 100%. The aggregate Final Jax Consideration received by a holder of Jax Exchange Notes will be the same, regardless of participation levels in any of the Jax Amended Exchange Offers. Participants will not be able to make an election between Final Jax Notes and cash. | |
ICF Exchange Notes and Lux Exchange Notes
The ICF Amended Exchange Offer provides for the issuance of
The Lux Amended Exchange Offers each provide for the issuance of
Prior to the Combination Date, the ICF Exchange Notes and the Lux Exchange Notes will have substantially the same terms as the corresponding series of ICF Existing Notes and Lux Existing Notes for which they are exchanged, including the same guarantors, interest rates, interest payment and maturity dates and substantially identical covenants, except that none of the ICF Exchange Notes and the Lux Exchange Notes will be registered under the Securities Act, and holders of the ICF Exchange Notes and the Lux Exchange Notes will not have any registration rights. The ICF Exchange Notes and the Lux Exchange Notes will accrue interest from the last interest payment date with respect to the corresponding series of ICF Existing Notes or Lux Existing Notes for which they are exchanged. If the Combination does not occur, the ICF Exchange Notes and the Lux Exchange Notes will retain their respective original principal amounts and these same terms.
Following the Combination Date and without any action by any holder of the ICF Exchange Notes or the Lux Exchange Notes: (a) each series of the ICF Exchange Notes and the Lux Exchange Notes will (i) as to a portion of the principal amount thereof, become due and payable in cash; and (ii) as to the remaining portion of the principal amount thereof, (A) in the case of the ICF Exchange Notes, be mandatorily settled in full by delivery of Final Jax 7-Year Notes, and (B) in the case of the Lux Exchange Notes, either be cancelled for no further consideration or, in certain circumstances, be mandatorily settled in full by delivery of Final Jax 7-Year Notes, and (b) each series of the ICF Exchange Notes and the Lux Exchange Notes will, upon receipt of the Final ICF/Lux Consideration (as defined below) by the holders, be cancelled and will cease to be outstanding (collectively, the “Mandatory ICF/Lux Exchanges”). In addition, accrued but unpaid interest on the ICF Exchange Notes and the Lux Exchange Notes to but excluding the Combination Date will be paid upon consummation of the Mandatory ICF/Lux Exchanges.
As a result, following the Combination Date, each holder of ICF Exchange
Notes, and each holder of Lux Exchange Notes, will mandatorily receive,
in addition to accrued and unpaid interest on its applicable Exchange
Notes, for each
Applicable Series of |
Aggregate Final ICF/Lux |
Cash |
Final Jax 7-Year Notes |
|||
For each $1,000 principal amount of ICF Exchange Notes | $900.00 | $266.04-$312.98 | $587.02-$633.96 | |||
For each $1,000 principal amount of Lux 2021 Exchange Notes | $539.47 | $458.55-$539.47 | $0-$80.92 | |||
For each $1,000 principal amount of Lux 2023 Exchange Notes | $539.47 | $458.55-$539.47 | $0-$80.92 | |||
(1) | The aggregate Final ICF/Lux Consideration received by a holder of ICF Exchange Notes or Lux Exchange Notes, as applicable, being the sum of cash and principal amount of Final Jax 7-Year Notes per $1,000 principal amount of ICF Exchange Notes or Lux Exchange Notes, as applicable, is fixed. The aggregate cash consideration paid pursuant to the Mandatory ICF/Lux Exchanges for each series of ICF Exchange Notes and Lux Exchange Notes, as applicable, is capped. The amount of cash consideration and Final Jax 7-Year Notes received by holders of ICF Exchange Notes and Lux Exchange Notes, as applicable, upon the Mandatory ICF/Lux Exchanges will depend on the participation level of holders of ICF Existing Notes and Lux Existing Notes, as applicable, in the applicable ICF Amended Exchange Offer or Lux Amended Exchange Offer. The chart above shows the minimum and maximum amount of cash consideration and Final Jax 7-Year Notes which a holder of ICF Exchange Notes or Lux Exchange Notes, as applicable, will receive in the Mandatory ICF/Lux Exchanges. A holder of ICF Exchange Notes or Lux Exchange Notes, as applicable, will receive (i) the minimum cash consideration and maximum amount of Final Jax 7-Year Notes shown above if holders of 100% of the aggregate outstanding principal amount of the applicable series of ICF Existing Notes or Lux Existing Notes participate in the applicable ICF Amended Exchange Offer or Lux Amended Exchange Offer, (ii) the maximum cash consideration and minimum amount of Final Jax 7-Year Notes shown above if holders of 85% of the aggregate outstanding principal amount of the applicable series of ICF Existing Notes or Lux Existing Notes participate in the applicable ICF Amended Exchange Offer or Lux Amended Exchange Offer, and (iii) an amount in between the minimum and maximum amounts of cash and Final Jax 7-Year Notes shown above if participation in the applicable ICF Amended Exchange Offer or Lux Amended Exchange Offers is greater than 85% and less than 100%. The aggregate Final ICF/Lux Consideration received by a holder of ICF Exchange Notes or Lux Exchange Notes, as applicable, will be the same, regardless of participation levels in any of the ICF Amended Exchange Offer or Lux Amended Exchange Offers. Participants will not be able to make an election between Final Jax 7-Year Notes and cash. | |
Final Jax Notes
The Final Jax 5-Year Notes will mature on the fifth anniversary of the date of issuance thereof and interest on the Final Jax 5-Year Notes will accrue at the rate of 7.000% per annum and be payable semi-annually in arrears. The Final Jax 5-Year Notes will be redeemable at the option of Intelsat Jackson (i) after the date of issuance thereof and prior to the date six months after the issuance thereof, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, (ii) after the date which is six months after the date of issuance thereof and prior to the second anniversary of the date of issuance thereof, pursuant to a customary “make whole” provision and (iii) thereafter, pursuant to a specified call schedule.
The Final Jax 6-Year Notes will mature on the sixth anniversary of the date of issuance thereof and interest on the Final Jax 6-Year Notes will accrue at the rate of 7.125% per annum and be payable semi-annually in arrears. The Final Jax 6-Year Notes will be redeemable at the option of Intelsat Jackson (i) after the date of issuance thereof and prior to the date six months after the issuance thereof, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, (ii) after the date which is six months after the date of issuance thereof and prior to the third anniversary of the date of issuance thereof, pursuant to a customary “make whole” provision and (iii) thereafter, pursuant to a specified call schedule.
The Final Jax 7-Year Notes will mature on the seventh anniversary of the date of issuance thereof, and interest on the Final Jax 7-Year Notes will accrue at the rate of 7.250% per annum and be payable semi-annually in arrears. The Final Jax 7-Year Notes will be redeemable at the option of Intelsat Jackson (i) after the date of issuance thereof and prior to the date six months after the issuance thereof, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, (ii) after the date which is six months after the date of issuance thereof and prior to the fourth anniversary of the date of issuance thereof, pursuant to a customary “make whole” provision and (iii) thereafter, pursuant to a specified call schedule.
Each series of the Final Jax Notes will be unsecured and will be
guaranteed by
The indenture governing the Final Jax Notes will include customary restrictive covenants and events of default.
Conditions to Amended Exchange Offers and Consent Solicitations
The consummation of each of the Amended Exchange Offers and Consent Solicitations is subject to certain conditions. Among other conditions, each Amended Exchange Offer will be conditioned on the tender of a minimum of 85% of the aggregate outstanding principal amount of each series of Existing Notes.
In addition, each of the Mandatory Jax Exchanges and the Mandatory ICF/Lux Exchanges will occur only if the Combination occurs.
Tenders in the Previously Announced Exchange Offers
As of
-
approximately
$12.214 million aggregate principal amount of Jax 2019 Existing Notes had been tendered into Intelsat Jackson’s previously announced exchange offer therefor, representing approximately 0.81% of the outstanding aggregate principal amount of the Jax 2019 Existing Notes; -
approximately
$6.975 million aggregate principal amount of Jax 2020 Existing Notes had been tendered into Intelsat Jackson’s previously announced exchange offer therefor, representing approximately 0.32% of the outstanding aggregate principal amount of the Jax 2020 Existing Notes; -
approximately
$0.705 million aggregate principal amount of Jax 2021 Existing Notes had been tendered into Intelsat Jackson’s previously announced exchange offer therefor, representing approximately 0.06% of the outstanding aggregate principal amount of the Jax 2020 Existing Notes; -
approximately
$7.629 million aggregate principal amount of Jax 2023 Existing Notes had been tendered into Intelsat Jackson’s previously announced exchange offer therefor, representing approximately 0.38% of the outstanding aggregate principal amount of the Jax 2023 Existing Notes; -
approximately
$0.245 million aggregate principal amount of ICF Existing Notes had been tendered into ICF’s previously announced exchange offer therefor, representing approximately 0.03% of the outstanding aggregate principal amount of the ICF Existing Notes; -
approximately
$2.987 million aggregate principal amount of Lux 2021 Existing Notes had been tendered into Intelsat Luxembourg’s previously announced exchange offer therefor, representing approximately 0.29% of the outstanding aggregate principal amount of the Lux 2021 Existing Notes; and -
approximately
$0.658 million aggregate principal amount of Lux 2023 Existing Notes had been tendered into Intelsat Luxembourg’s previously announced exchange offer therefor, representing approximately 0.07% of the outstanding aggregate principal amount of the Lux 2023 Existing Notes.
No Registration
None of the Jax Exchange Notes, the Final Jax Notes, the ICF Exchange
Notes, or the Lux Exchange Notes (collectively, the “
The Amended Exchange Offers and Consent Solicitations will be conducted solely pursuant to the Amended Offering Memoranda and related materials (collectively, the “Amended Exchange Offer Materials”).
Eligible Holders
The Amended Exchange Offers are being made, and each series of the
The Amended Offering Memoranda are available only to holders who
complete an eligibility letter confirming their status as Eligible
Holders. Holders of Existing Notes who wish to receive a copy of the
eligibility letters for the Amended Exchange Offers may contact
- Jax Amended Exchange Offers Eligibility Letter: http://gbsc-usa.com/eligibility/intelsat-jax
- ICF Amended Exchange Offer Eligibility Letter: http://gbsc-usa.com/eligibility/intelsat-icf
- Lux Amended Exchange Offers Eligibility Letter: http://gbsc-usa.com/eligibility/intelsat-lux
Requests for the Amended Exchange Offer Materials from Eligible Holders
may be directed to the Information and Exchange Agent at
General
The Issuers are making the Amended Exchange Offers only by, and pursuant
to, the terms of the Amended Exchange Offer Materials. None of
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 Safe Harbor Statement
Statements in this news release, including statements regarding the Combination, the Amended Exchange Offers and the Consent Solicitations, 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
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170517006372/en/
Source:
Intelsat
Dianne VanBeber
Vice President, Investor Relations
and Corporate Communications
+1 703-559-7406
dianne.vanbeber@intelsat.com