Intelsat Announces Exchange Offer for Certain Notes of Intelsat (Luxembourg) S.A.
The 2024 Lux Notes will mature on
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
The Exchange Offer will expire at
The following table sets forth certain key dates of the Exchange Offer. Further information may be found in the Offering Memorandum:
|Key Date||Calendar Date|
|Launch Date||December 20, 2016|
|Early Delivery Time||11:59 p.m., New York City time, on January 4, 2017, unless extended or earlier terminated by Intelsat Luxembourg.|
|Early Settlement Date||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.|
|Withdrawal Deadline||11:59 p.m., New York City time, on the date of the Early Delivery Time, unless extended or earlier terminated by Intelsat Luxembourg.|
|Expiration Time||11:59 p.m., New York City time, on January 19, 2017, unless extended or earlier terminated by Intelsat Luxembourg.|
|Final Settlement Date||The final settlement date is currently expected to be January 20, 2017.|
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
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 Exchange Offer is being conducted pursuant to the Offering
Memorandum, this press release and Intelsat S.A.’s or
Questions regarding the Exchange Offer may be directed to
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
Intelsat Luxembourg is making the Exchange Offer only by, and pursuant
to, the terms of the 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.
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
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.
Dianne VanBeber, +1 703-559-7406
Vice President, Investor Relations and Corporate Communications
Michele Loguidice, +1 703-559-7372
Director, Investor Relations and Corporate Communications