Intelsat Announces Results to Date and Early Settlement Date for Exchange Offers for Certain Notes of Intelsat (Luxembourg) S.A.
As previously announced by
(1) an offer to exchange (the “2018 Lux Notes Exchange Offer”) 6.75%
Senior Notes due 2018 issued by Intelsat Luxembourg (CUSIP No. 458204
AN4) (the “2018 Lux Notes”) held by Eligible Holders (as defined below)
for (i) up to an aggregate principal amount of
(2) an offer to exchange (the “2021 Lux Notes Exchange Offer”) 7.75%
Senior Notes due 2021 issued by Intelsat Luxembourg (CUSIP No. 458204
AP9) (the “2021 Lux Notes” and together with the 2018 Lux Notes, the
“Lux Notes”) held by Eligible Holders for (i) up to an aggregate
principal amount of
The amounts of 2021 Lux Notes that are to be purchased on the Early Settlement Date will be the Maximum 2021 Exchange Amount (as defined below) and will be subject to the proration procedures described in the Exchange Offer Materials (as defined below). It is expected that the 2021 Lux Notes accepted for purchase will be subject to a proration factor of approximately 71%.
In addition, because the 2021 Lux Notes Exchange Offer was fully subscribed as of the Early Delivery Time, holders who validly tender 2021 Lux Notes after such time and at or before the Expiration Time (as defined below) will not have any of their 2021 Lux Notes accepted for purchase in the 2021 Lux Notes Exchange Offer, unless ICF increases the Maximum 2021 Exchange Amount. ICF reserves the right, but is under no obligation, to increase the Maximum 2018 Exchange Amount and Maximum 2021 Exchange Amount at any time, subject to compliance with applicable law.
2021 Lux Notes tendered in the 2021 Lux Notes Exchange Offer that have not been accepted for purchase due to proration will be returned promptly to the tendering holders.
Pursuant to their terms, the Exchange Offers will remain open until
The withdrawal deadline has passed, and holders of 2018 Lux Notes or 2021 Lux Notes, as applicable, may no longer withdraw 2018 Lux Notes or 2021 Lux Notes, as applicable, tendered in the Exchange Offers.
For each $1,000 Principal Amount of 2018 Lux Notes or
2021 Notes Validly Tendered and Not Validly Withdrawn(1)
Total Offer Consideration if at or
Prior to the Early Delivery Time
Exchange Offer Consideration if
After the Early Delivery Time(2)
|2018 Lux Notes||458204 AN4||$475,000,000(3)||$600||$350||$575||$350|
|2021 Lux Notes||458204 AP9||$2,000,000,000||$30||$550||$5||$550|
|(1)||Eligible Holders whose Lux Notes are accepted in the Exchange Offers will also receive a cash payment equal to the accrued and unpaid interest in respect of such Lux Notes from December 1, 2016, which is the most recent interest payment date, to, but excluding, the Early Settlement Date or Final Settlement Date, as applicable.|
|(2)||Aggregate cash payments to Eligible Holders who tender their Lux Notes after the Early Delivery Time and who in exchange receive ICF Notes on the Final Settlement Date, will be reduced by the amount of interest accrued on the ICF Notes received by them from the Early Settlement Date to, but excluding, the Final Settlement Date.|
|(3)||Excludes $25 million principal amount of 2018 Lux Notes held by Intelsat Luxembourg and its affiliates in treasury.|
The maximum principal amount of 2018 Lux Notes that will be accepted for
exchange in the 2018 Lux Notes Exchange Offer will be
Subject to applicable law and the terms set forth in the Offering Memorandum, ICF reserves the right to waive any and all conditions to the Exchange Offers, in whole or in part, and may do so, subject to applicable law, without reinstating withdrawal rights. In addition, ICF expressly reserves the right to extend or terminate the Exchange Offers and to otherwise amend or modify the Exchange Offers in any respect. Each of the Exchange Offers is independent of and not conditioned on the other, and ICF may waive conditions to, extend, terminate or otherwise amend, modify or make determinations under (including, without limitation, electing an Early Settlement Date), one Exchange Offer without taking the same action with respect to the other.
The ICF 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 ICF 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. ICF does not intend to register the ICF Notes under the Securities Act or the securities laws of any other jurisdiction. The ICF Notes are not transferable except in accordance with the restrictions described more fully in the Offering Memorandum.
The Exchange Offers are being made, and the ICF Notes to be issued
pursuant to the Exchange Offers are being offered and issued, only (a)
The Exchange Offers are being conducted pursuant to the Offering Memorandum, this press release and Intelsat S.A.’s or ICF’s other press releases related to the Exchange Offers (collectively, the “Exchange Offer Materials”).
Questions regarding the Exchange Offers may be directed to ICF at the following email address: Attn: Investor Relations, Email: email@example.com.
The complete terms and conditions of the Exchange Offers, as well as the
terms of the ICF 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 or 2021 Lux Notes who wish to receive a copy
of the eligibility letter for the Exchange Offers may contact
ICF is making the Exchange Offers only by, and pursuant to, the terms of the Exchange Offer Materials. None of ICF, the Information and Exchange Agent, nor their respective affiliates makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their 2018 Lux Notes or 2021 Lux Notes, as applicable. Eligible Holders must make their own decision as to whether or not to tender their 2018 Lux Notes or 2021 Lux Notes, as applicable, as well as with respect to the principal amount of the 2018 Lux Notes or 2021 Lux Notes, as applicable, to tender. The Exchange Offers are not being made to any holders of 2018 Lux Notes or 2021 Lux Notes, as applicable, 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 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, 703-559-7406
Vice President, Investor Relations and Corporate Communications
Michele Loguidice, 703-559-7372
Director, Investor Relations and Corporate Communications