LUXEMBOURG--(BUSINESS WIRE)--Sep. 10, 2018--
Intelsat S.A. (NYSE:I) (“Intelsat”), operator of the world’s first
Globalized Network and leader in integrated satellite communications,
announced today that its indirect wholly-owned subsidiary, Intelsat
Jackson Holdings S.A. (“Intelsat Jackson”), has commenced a cash tender
offer (the “Offer”) to purchase any and all of its outstanding 7 ¼%
Senior Notes due 2020 (the “Notes”). The pricing terms for the Offer are
set forth below.
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CUSIP/ISIN Number
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Principal Amount Outstanding
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Consideration(1) |
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7¼% Senior Notes due 2020
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CUSIP No. 45824T AC9;
ISIN: US45824TAC99
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$1,751,119,000
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$1,036.25
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(1)
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Per $1,000 principal amount of Notes.
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The “Consideration” is equal to the Redemption Price payable on the
Redemption Date (each as defined below). It reflects the par amount of
the Notes plus interest which accrues or would accrue but for
consummation of the Offer to but excluding October 15, 2018,
notwithstanding that the Settlement Date (as defined below) may occur
prior to October 15, 2018. No additional amounts in respect of accrued
interest will be paid in connection with the Offer. The full amount of
the Consideration will be payable on the Settlement Date,
notwithstanding that the Settlement Date may occur prior to October 15,
2018.
The Offer is currently scheduled to expire at 5:00 p.m., New York City
time, on September 14, 2018, unless extended or earlier terminated by
Intelsat Jackson (the “Expiration Time”).
Any Notes tendered at or prior to the earlier of (i) the Expiration Time
and (ii) if the Offer is extended, 5:00 p.m., New York City time, on the
10th business day after the commencement of the Offer (such time and
date, as the same may be extended, the “Withdrawal Time”) may be validly
withdrawn at any time at or prior to the Withdrawal Time, but not
thereafter (except in certain limited circumstances where additional
withdrawal rights are required by law); provided, that Notes may also be
validly withdrawn in the event the Offer has not been consummated on or
prior to the earlier of (i) the date that is 60 business days after
commencement of the Offer and (ii) October 15, 2018.
Payment for any Notes that are validly tendered and not validly
withdrawn and accepted for purchase (including Notes delivered under the
guaranteed delivery procedures) will be made promptly following the
Expiration Date (such date, the “Settlement Date”). We expect the
payment to occur on September 19, 2018, the third business day following
the Expiration Time.
The consummation of the Offer is conditioned on, among other things, (i)
Intelsat Jackson having completed an offering of senior unsecured notes
(the “New Notes”, and the offer thereof, the “New Notes Offering”) in an
aggregate principal amount of at least $2,000,000,000, and (ii) the
satisfaction of certain other customary conditions. Intelsat Jackson
reserves the right to waive any and all conditions of the Offer, in
whole or in part, subject to applicable law. Intelsat Jackson intends to
use the proceeds of the New Notes Offering to fund the Offer and the
Redemption (as defined below), with remaining proceeds to be used for
general corporate purposes, including without limitation, the
redemption, repayment, and/or repurchase (by way of open-market
purchases, tender offers or otherwise) of other indebtedness of Intelsat
Jackson (together with the Offer and the Redemption, the
“Refinancings”), and to pay fees and expenses related to the issuance
and sale of the Notes and the Refinancings. On September 5, 2018,
Intelsat issued a press release announcing that Intelsat Jackson had
priced a private offering of $2.25 billion aggregate principal amount of
8.500% senior notes due 2024, the consummation of which is expected to
occur on September 19, 2018, subject to certain conditions.
In connection with the Offer and the New Notes Offering, pursuant to a
conditional notice of redemption, Intelsat Jackson also called for
redemption all of the Notes (the “Redemption”), subject to certain
conditions, including the consummation of the New Notes Offering, with a
redemption date of October 15, 2018 (the “Redemption Date”). The
redemption price for the Notes as of the Redemption Date will be
$1,036.25 (the “Redemption Price”), which amount equals a call price of
100.000% of the principal amount of the Notes redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date.
Intelsat Jackson has retained Global Bondholder Services Corporation
(“GBS”) to act as the Depositary and Information Agent for the Offer.
Questions and requests for additional documents may be directed to GBS
at (866) 794-2200 (toll free), (212) 430-3774, or (212) 430-3775
(facsimile).
The Offer is being made only pursuant to an Offer to Purchase and a
Notice of Guaranteed Delivery, each dated today, which contain detailed
information concerning the terms of the Offer. Holders of Notes are
urged to read these documents carefully before making any decision with
respect to the Offer. Holders of Notes must make their own decisions as
to whether to tender any or all of their Notes. Copies of the Offer to
Purchase and Notice of Guaranteed Delivery are available at the
following web address: http://gbsc-usa.com/Intelsat/.
Neither the Offer to Purchase, the Notice of Guaranteed Delivery, nor
any related documents have been filed with the U.S. Securities and
Exchange Commission, nor have any such documents been filed with or
reviewed by any federal or state securities commission or regulatory
authority of any country. No authority has passed upon the accuracy or
adequacy of the Offer to Purchase, the Notice of Guaranteed Delivery, or
any related documents, and it is unlawful and may be a criminal offense
to make any representation to the contrary.
None of Intelsat and its subsidiaries, nor the depositary and
information agent for the Offer is making any recommendation as to
whether or not holders should tender their Notes in connection with the
Offer.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other securities of
Intelsat, nor shall there be any offer, solicitation or sale of the
Notes in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Intelsat
Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network,
delivering high-quality, cost-effective video and broadband services
anywhere in the world. Intelsat’s Globalized Network combines the
world’s largest satellite backbone with terrestrial infrastructure,
managed services and an open, interoperable architecture to enable
customers to drive revenue and reach through a new generation of network
services. Thousands of organizations serving billions of people
worldwide rely on Intelsat to provide ubiquitous broadband connectivity,
multi-format video broadcasting, secure satellite communications and
seamless mobility services. The end result is an entirely new world, one
that allows us to envision the impossible, connect without boundaries
and transform the ways in which we live. For more information, visit www.intelsat.com.
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding the
Offer, 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,
outlook, 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, the risks described in Intelsat’s annual report
on Form 20-F for the year ended December 31, 2017, and its other filings
with the U.S. Securities and Exchange Commission and risks and
uncertainties related to our ability to consummate the Offer.
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. Intelsat
does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180910005333/en/
Source: Intelsat
Intelsat
Dianne VanBeber, +1 703-559-7406
Mobile: +1
703-627-5100
Vice President, Investor Relations
Dianne.VanBeber@intelsat.com