News Release
Intelsat Commences Debt Exchange Offers Pursuant to Conditional Combination Agreement with OneWeb
The Exchange Offers and related Consent Solicitations (as defined below)
are being conducted pursuant to the Combination Agreement, dated as of
Exchange Offers
Intelsat Jackson. Intelsat Jackson is offering 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 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”);
(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 outstanding 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 outstanding 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 is offering 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 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 Exchange Offers, the Issuers are soliciting 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 Exchange Offers provides for the issuance of
Prior to the closing date of the Combination (such date, 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 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, become due and payable in cash; and (ii) as to the remaining portion of the principal amount thereof, be mandatorily settled in full by delivery of new unsecured 6.75% 5-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax 5-Year Notes”) or new unsecured 7.25% 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, 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 Final | Cash | Final Jax 5-Year | Final Jax 7-Year | ||||
Series of Jax | Jax |
Consideration(1) |
Notes (principal | Notes (principal | ||||
Exchange Notes | Consideration |
amount)(1) |
amount)(1) |
|||||
(cash and | ||||||||
principal amount | ||||||||
of Final Jax | ||||||||
Notes) | ||||||||
For each $1,000 | ||||||||
principal amount | ||||||||
of Jax 2019 | ||||||||
Exchange Notes | $940.00 | $45.63 - $90.20 | $849.80 - $894.37 | $0.00 | ||||
For each $1,000 | ||||||||
principal amount | ||||||||
of Jax 2020 | ||||||||
Exchange Notes | $880.00 | $45.63 - $90.20 | $789.80 - $834.37 | $0.00 | ||||
For each $1,000 | ||||||||
principal amount | ||||||||
of Jax 2021 | ||||||||
Exchange Notes | $860.00 | $45.63 - $90.20 | $0.00 | $769.80 - $814.37 | ||||
For each $1,000 | ||||||||
principal amount | ||||||||
of Jax 2023 | ||||||||
Exchange Notes | $760.00 | $45.63 - $90.20 | $0.00 | $669.80 - $714.37 | ||||
(1) | The aggregate cash consideration paid pursuant to the Mandatory Jax Exchanges and the Mandatory ICF/Lux Exchanges (as defined below) will equal $1.73 billion and 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 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 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 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 aggregate outstanding principal amount of 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 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, will be the same, regardless of participation levels in any of the Exchange Offers. Participants will not be able to make an election between Final Jax 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 6.75% 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) prior to the second anniversary of the date of issuance thereof pursuant to a customary “make whole” provision and (ii) thereafter, pursuant to a customary 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 7.25% 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) prior to the third anniversary of the date of issuance thereof pursuant to a customary “make whole” provision and (ii) thereafter, pursuant to a customary 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.
ICF Exchange Notes and Lux Exchange Notes
The ICF Exchange Offer provides 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 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 or Lux Exchange Notes will be registered under the Securities Act and holders of the ICF Exchange Notes and Lux Exchange Notes will not have any registration rights. The ICF Exchange Notes and Lux Exchange Notes will accrue interest from the last interest payment date with respect to the corresponding series of Existing Notes for which they are exchanged. If the Combination does not occur, the ICF Exchange Notes and 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 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, be
mandatorily settled in full by delivery of a specified number of newly
issued common shares of
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, for each
Applicable Series of ICF Exchange Notes | Aggregate Final | Cash | New Common | |||
or Lux Exchange Notes | ICF/Lux | Consideration |
Shares(1) |
|||
Consideration | ||||||
(cash and value | ||||||
of New | ||||||
Common | ||||||
Shares)(1) |
||||||
For each $1,000 principal amount of ICF | ||||||
Exchange Notes | $780.00 | $768.00 | $12.00 | |||
For each $1,000 principal amount of Lux | ||||||
2021 Exchange Notes | $460.00 | $448.00 | $12.00 | |||
For each $1,000 principal amount of Lux | ||||||
2023 Exchange Notes | $460.00 | $448.00 | $12.00 | |||
(1) | Assuming a value of $5.00 per share, which is the subscription price for common shares of Intelsat being purchased by SoftBank Group Corp. in connection with the Combination. | |
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, are anticipated to equal
approximately 1.0% of the outstanding common shares of
Conditions to Exchange Offers and Consent Solicitations
The consummation of each of the Exchange Offers and Consent Solicitations is subject to certain conditions. Among other conditions, each Exchange Offer is 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/Jax Exchanges will only occur if the Combination occurs.
Expiration Time and Withdrawal Deadline
Each Exchange Offer will expire at the end of the day, 12:00 midnight,
No Registration
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 “
The Exchange Offers and Consent Solicitations are being conducted solely pursuant to the Offering Memoranda and related materials (collectively, the “Exchange Offer Materials”).
Eligible Holders
The Exchange Offers are being made, and each series of the
The Offering Memoranda are only available 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 Exchange Offers may contact
- Jax Exchange Offers Eligibility Letter: http://gbsc-usa.com/eligibility/intelsat-jax
- ICF Exchange Offer Eligibility Letter: http://gbsc-usa.com/eligibility/intelsat-icf
- Lux Exchange Offers Eligibility Letter: http://gbsc-usa.com/eligibility/intelsat-lux
Requests for the Exchange Offer Materials from Eligible Holders may be
directed to the Information and Exchange Agent at
General
The Issuers are making 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/20170324005635/en/
Source:
Intelsat
Dianne VanBeber
Vice President, Investor Relations
and Corporate Communications
+1 703-559-7406
dianne.vanbeber@intelsat.com