Intelsat Announces Results to Date and Early Settlement Date of September 15, 2016 for Exchange Offer, as well as Results for Consent Solicitation of Certain Notes of Intelsat Jackson Holdings S.A.
As previously announced by
(A) subject to the terms and conditions set forth in a confidential
offering memorandum (the “Offering Memorandum”), a private offer to
exchange (the “Exchange Offer”) any and all of its outstanding
(B) subject to the terms and conditions set forth in a consent solicitation statement (the “Consent Solicitation Statement”) and the accompanying consent letter, a solicitation of consents (“Consents”) from all holders of the 2022 Notes (the “Consent Solicitation”) to proposed amendments to the indenture governing the 2022 Notes (the “2022 Indenture”), which would, among other things: (i) eliminate substantially all of the restrictive covenants and certain events of default pertaining to the 2022 Notes, and (ii) waive any defaults or events of default existing under the 2022 Indenture as of the Consent Time (as defined below) and/or arising from the Consent Solicitation or the Exchange Offer (collectively, the “Proposed Amendments”).
The withdrawal deadline has passed, and holders of 2022 Notes may no longer withdraw 2022 Notes tendered or revoke consents delivered in the Exchange Offer and Consent Solicitation, respectively.
Intelsat Jackson previously issued
For each $1,000 principal amount of 2022 Notes which were validly tendered at or prior to the Early Delivery Time and not validly withdrawn, Eligible Holders of 2022 Notes will receive the total offer consideration, set forth in the table below (the "Total Offer Consideration") on the Early Settlement Date.
For each $1,000 principal amount of 2022 Notes validly tendered and not
validly withdrawn after the Early Delivery Time but prior to the
Exchange Offer Expiration Time, Eligible Holders of 2022 Notes will be
eligible to receive only the exchange offer consideration set forth in
the table below (the “Exchange Offer Consideration”), on the date on
which the Exchange Offer is finally settled following the Exchange Offer
Expiration Time (the “Final Settlement Date”), which is currently
expected to be
For each $1,000 Principal Amount of 2022 Notes
Total Offer Consideration if at or
Exchange Offer Consideration if After the
Title of 2022 Notes
Principal Amount of
(1) Eligible Holders whose 2022 Notes are accepted in the Exchange Offer
will also receive a cash payment equal to the accrued and unpaid
interest in respect of such 2022 Notes from
The New 2024 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 New 2024 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.
The New 2024 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 New 2024 Notes are being offered
and issued, only (a) in
The conditions set forth in the Offering Memorandum are for
The Exchange Offer is being conducted pursuant to the Offering Memorandum, this press release and Intelsat S.A.’s or Intelsat Jackson’s other press releases related to the Exchange Offer (collectively, the “Exchange Offer Materials”).
Questions regarding the Exchange Offer or Consent Solicitation may be directed to Intelsat Jackson at the following email address: Attn: Investor Relations, Email: firstname.lastname@example.org.
The complete terms and conditions of the Exchange Offer, as well as the
terms of the New 2024 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 2022 Notes who wish to receive a copy of the
eligibility letter for the Exchange Offer may contact
Intelsat Jackson is making the Exchange Offer only by, and pursuant to, the terms of the Exchange Offer Materials. None of Intelsat Jackson, the Information and Exchange Agent, nor their respective affiliates makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their 2022 Notes. Eligible Holders must make their own decision as to whether to tender 2022 Notes, as well as with respect to the principal amount of the 2022 Notes to tender. The Exchange Offer is not being made to any holders of 2022 Notes 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.
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 Consent Solicitation, 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