News Release
Intelsat Announces Upcoming Exchange Offers
The Exchange Offers and related Consent Solicitations (as defined below)
will be conducted pursuant to the Combination Agreement, dated as of
Exchange Offers
Intelsat Jackson. Intelsat Jackson expects to offer to exchange (the “Jax 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 existing 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 existing 7.25% Senior Notes due 2020 (the “Jax 2020 Existing Notes”);
(iii) new 7.50% Mandatorily Exchangeable Senior Notes due 2021 to be issued by Intelsat Jackson (the “Jax 2021 Exchange Notes”) for any and all of its existing 7.50% Senior Notes due 2021 (the “Jax 2021 Existing Notes”); and
(iv) new 5.50% Mandatorily Exchangeable Senior Notes due 2023 to be issued by Intelsat Jackson (the “Jax 2023 Exchange Notes” and, together with the Jax 2019 Exchange Notes, Jax 2020 Exchange Notes, and Jax 2021 Exchange Notes, the “Jax Exchange Notes”) for any and all of its existing 5.50% Senior Notes due 2023 (the “Jax 2023 Existing Notes” and, together with the Jax 2019 Existing Notes, Jax Existing 2020 Notes, and Jax 2021 Existing Notes, the “Jax Existing Notes”).
ICF. ICF expects to offer to exchange (the “ICF 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 existing 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 existing 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 existing 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
It is anticipated that, in connection with the Exchange Offers, the Issuers will 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 the Existing Indentures require the consent of a majority of the outstanding aggregate principal amount of each applicable series of Existing Notes and would eliminate substantially all of the restrictive covenants, modify or eliminate certain other provisions of the Existing Indentures and waive past defaults, if any.
Jax Exchange Notes
It is anticipated that each of the Jax Exchange Offers will provide for
the issuance of
It is anticipated that the terms of the Jax Exchange Notes will provide
that, on the Combination Date (and subject to the occurrence thereof),
(a) each series of the Jax Exchange Notes will (i) as to a portion of
the principal amount thereof, become automatically due and payable in
cash; and (ii) as to the remaining portion of the principal amount
thereof, be automatically and mandatorily exchanged into new unsecured
5-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax
5-Year Notes”) or new unsecured 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, the “Final Jax Notes”) on the terms set forth
below; and (b) each series of the Jax Exchange Notes will be cancelled
and will cease to be outstanding (collectively, the “Mandatory Jax
Exchanges”). Specifically, on the Combination Date, each holder of the
Jax Exchange Notes will automatically be entitled to receive, for each
Applicable |
Total |
Cash |
Final Jax 5-Year |
Final Jax 7-Year |
||||
For each $1,000 |
$940.00 | $45.65 - $90.20 | $849.80 - $894.35 | $0.00 - $0.00 | ||||
For each $1,000 |
$880.00 | $45.65 - $90.20 | $789.80 - $834.35 | $0.00 - $0.00 | ||||
For each $1,000 |
$860.00 | $45.65 - $90.20 | $0.00 - $0.00 | $769.80 - $814.35 | ||||
For each $1,000 |
$760.00 | $45.65 - $90.20 | $0.00 - $0.00 | $669.80 - $714.35 |
(1) | It is anticipated that the aggregate cash consideration paid in all Exchange Offers upon mandatory exchange will equal approximately $1.7 billion and that the amount of cash consideration and Final Jax Notes received by holders of Jax Exchange Notes upon the mandatory exchange will depend on the participation level of holders of Existing Notes in each of the Exchange Offers. The chart above shows the minimum and maximum amount of cash consideration, Final Jax-5 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 would receive (i) the minimum cash consideration and maximum amount of Final Jax Notes shown above if holders of 100% of the Existing Notes of each series participate in the applicable Exchange Offer, (ii) the maximum cash consideration and minimum amount of Final Jax Notes shown above if holders of 85% of the Existing Notes of each series participate in the applicable Exchange Offer, and (iii) an amount in between the minimum and maximum amounts of cash and Final Jax Notes shown above if participation in any of the Exchange Offers is greater than 85% and less than 100%. However, the aggregate amount of cash and principal amount of Final Jax Notes received by a holder of Jax Exchange Notes will be constant, regardless of participation levels in the Exchange Offers. | |
(2) | Amounts rounded to the nearest cent. | |
In addition, accrued but unpaid interest on the Jax Exchange Notes through the Combination Date will be paid upon consummation of the Mandatory Jax Exchanges.
It is anticipated that the Final Jax 5-Year Notes will mature on the fifth anniversary of the Combination Date, and that interest on the Final Jax 5-Year Notes will accrue at the rate of 6.75% per annum and be payable semi-annually in arrears. The Final Jax 5-Year Notes are expected to be redeemable at the option of Intelsat Jackson (i) prior to the second anniversary of the Combination Date pursuant to a customary “make whole” provision and (ii) thereafter, pursuant to a customary call schedule.
It is anticipated that the Final Jax 7-Year Notes will mature on the seventh anniversary of the Combination Date, and that interest on the Final Jax 7-Year Notes will accrue at the rate of 7.25% per annum and be payable semi-annually in arrears. The Final Jax 7-Year Notes are expected to be redeemable at the option of Intelsat Jackson (i) prior to the third anniversary of the Combination Date pursuant to a customary “make whole” provision; and (ii) thereafter, pursuant to a customary call schedule.
It is anticipated that the indentures governing the Final Jax Notes will include customary restrictive covenants and events of default.
ICF Exchange Notes and Lux Exchange Notes
It is anticipated that the ICF Exchange Offer will provide for the
issuance of
It is anticipated that the terms of the ICF Exchange Notes and the Lux
Exchange Notes will provide that, on the Combination Date (and subject
to the occurrence thereof), (a) the ICF Exchange Notes and the Lux
Exchange Notes will (i) as to a portion of the principal amount thereof,
become automatically due and payable in cash; and (ii) as to the
remaining portion of the principal amount thereof, be automatically and
mandatorily exchanged into a specified number of newly issued common
shares of
Applicable Series of ICF Exchange Notes |
Total |
Cash |
New Common |
|||
For each $1,000 principal amount of ICF |
$780.00 | $768.00 | $12.00 | |||
For each $1,000 principal amount of Lux |
$460.00 | $448.00 | $12.00 | |||
For each $1,000 principal amount of Lux |
$460.00 | $448.00 | $12.00 |
(1) Assuming a value of
In addition, accrued but unpaid interest on the ICF Exchange Notes and
the Lux Exchange Notes through the Combination Date will be paid upon
consummation of the Mandatory ICF/Lux Exchanges. The New Common Shares
issued to holders of the ICF Exchange Notes and the Lux Exchange Notes,
assuming 100% participation in the ICF Exchange Offer and the Lux
Exchange Offers, is anticipated to equal approximately 1.0% of the
outstanding common shares of
Other Terms
The terms of the Combination Agreement require the Exchange Offers and
Consent Solicitations to be launched promptly after the date of the
Combination Agreement or at such other time as mutually agreed by OneWeb
and
It is anticipated that none of the Jax Exchange Notes, the Final Jax
Notes, the ICF Exchange Notes, the Lux Exchange Notes, or the New Common
Shares (collectively, the “Consideration Securities”) will be registered
under the Securities Act of 1933, as amended (the "Securities Act"), or
any other applicable securities laws and, unless so registered, none of
the
It is anticipated that the Exchange Offers will be made, and each series
of the
It is anticipated that the Exchange Offers and Consent Solicitations will be conducted pursuant to the Offering Memoranda and related materials (collectively, the “Exchange Offer Materials”).
Questions regarding the Exchange Offers and Consent Solicitations may be directed to the Issuers at the following email address: Attn: Investor Relations, Email: investor.relations@intelsat.com.
The complete terms and conditions of the Exchange Offers and Consent Solicitations, as well as the terms of each of the Consideration Notes, will be set forth in Offering Memoranda. The Offering Memoranda will only be made available to holders who complete an eligibility letter confirming their status as Eligible Holders.
The Issuers will make the Exchange Offers 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.
About
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding the Combination, the 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/20170228005777/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