UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2017
001-35878
(Commission File Number)
Intelsat S.A.
(Translation of registrant’s name into English)
4 rue Albert Borschette
Luxembourg
Grand-Duchy of Luxembourg
L-1246
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exchange Offers
On May 16, 2017, Intelsat S.A. (“Intelsat”) issued a press release announcing that certain of Intelsat’s indirect wholly-owned subsidiaries extended the expiration date and withdrawal deadline for their respective debt exchange offers (the “Exchange Offers”) and solicitations of consents (the “Consent Solicitations”) with respect to certain of their respective outstanding senior unsecured notes. The Exchange Offers and Consent Solicitations commenced on March 24, 2017 and are being made pursuant to Intelsat’s previously announced conditional Combination Agreement with WorldVu Satellites Limited.
Furnished as Exhibit 99.1 and incorporated herein by reference is a copy of the press release announcing the extensions of the Exchange Offers and Consent Solicitations.
The information contained in this report shall be deemed to be incorporated by reference into (1) the confidential offering memorandum of Intelsat Jackson Holdings S.A., dated March 24, 2017, with respect to the exchange offers made pursuant thereto, (2) the confidential offering memorandum of Intelsat (Luxembourg) S.A., dated March 24, 2017, with respect to the exchange offers made pursuant thereto, and (3) the confidential offering memorandum of Intelsat Connect Finance S.A., dated March 24, 2017, with respect to the exchange offer made pursuant thereto.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 16, 2017, entitled “Intelsat Extends Expiration Date and Withdrawal Deadline of Debt Exchange Offers to May 18, 2017” | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTELSAT S.A. | ||||
| Date: May 16, 2017 | By: | /s/ Michelle V. Bryan | ||
| Name: | Michelle V. Bryan | |||
| Title: | Executive Vice President, General Counsel and Chief Administrative Officer | |||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 16, 2017, entitled “Intelsat Extends Expiration Date and Withdrawal Deadline of Debt Exchange Offers to May 18, 2017” | |
Intelsat S.A.
4 rue Albert Borschette, L-1246 Luxembourg T +352 2784-1600 F +352 2784-1690
R.C.S Luxembourg B 162135
| • | approximately $6.975 million aggregate principal amount of Intelsat Jackson’s 7.25% Senior Notes due 2020 had been tendered into Intelsat Jackson’s Exchange Offers, representing approximately 0.32% of the outstanding aggregate principal amount of Intelsat Jackson’s 7.25% Senior Notes due 2020 |
| • | approximately $0.705 million aggregate principal amount of Intelsat Jackson’s 7.50% Senior Notes due 2021 had been tendered into Intelsat Jackson’s Exchange Offers, representing approximately 0.06% of the outstanding aggregate principal amount of Intelsat Jackson’s 7.50% Senior Notes due 2021 |
| • | approximately $7.629 million aggregate principal amount of Intelsat Jackson’s 5.50% Senior Notes due 2023 had been tendered into Intelsat Jackson’s Exchange Offers, representing approximately 0.38% of the outstanding aggregate principal amount of Intelsat Jackson’s 5.50% Senior Notes due 2023 |
| • | approximately $0.245 million aggregate principal amount of Intelsat Connect’s 12.50% Senior Notes due 2022 had been tendered into Intelsat Connect’s Exchange Offer, representing approximately 0.03% of the outstanding aggregate principal amount of Intelsat Connect’s 12.50% Senior Notes due 2022 |
| • | approximately $2.987 million aggregate principal amount of Intelsat Luxembourg’s 7.75% Senior Notes due 2021 had been tendered into Intelsat Luxembourg’s Exchange Offers, representing approximately 0.29% of the aggregate principal amount of the outstanding Intelsat Luxembourg’s 7.75% Senior Notes due 2021 |
| • | approximately $0.658 million aggregate principal amount of Intelsat Luxembourg’s 8.125% Senior Notes due 2023 had been tendered into Intelsat Luxembourg’s Exchange Offers, representing approximately 0.07% of the aggregate principal amount of the outstanding Intelsat Luxembourg’s 8.125% Senior Notes due 2023. |
No Registration
None of the securities to be issued pursuant to and in connection with the Exchange Offers, including the Exchange Notes (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 Consideration Securities may 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 Issuers will not register the Consideration Securities under the Securities Act or the securities laws of any other jurisdiction. None of the Consideration Securities will be transferable except in accordance with restrictions described more fully in the Offering Memoranda.
Eligible Holders
The Exchange Offers are being made, and each series of the Consideration Securities to be issued pursuant to and in connection with the Exchange Offers are being offered and issued, only (a) in the United States to holders of Existing Notes, as applicable, who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (b) outside the United States to holders of Existing Notes, as applicable, who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act, and, in the case of clause (b) above, who are also an “institutional account” within the meaning of FINRA Rule 4512(c). Only holders of Existing Notes who certify to the applicable Issuer that they are eligible to participate in the applicable Exchange Offer and Consent Solicitations pursuant to at least one of the foregoing conditions (“Eligible Holders”) will be authorized to receive or review the related Offering Memorandum or participate in such Exchange Offer or Consent Solicitation. If any holder of the Existing Notes is not an Eligible Holder, such holder will not be able to receive the Offering Memoranda.
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 Global Bondholder Services Corporation (the “Information and Exchange Agent”) at 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and brokers) or (866) 470-4200 (for all others). Holders may also obtain and complete an electronic copy of the applicable eligibility letter on the following website links maintained by Global Bondholder Services:
| • | 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 Offers Materials from Eligible Holders may be directed to the Information and Exchange Agent at 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and brokers) or (866) 470-4200 (for all others).
General
The Issuers are making the Exchange Offers only by, and pursuant to, the terms of the Exchange Offers Materials. None of Intelsat, the Issuers, WorldVu Satellites Limited, SoftBank Group Corp., the Information and Exchange Agent, nor their respective affiliates makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes, as applicable. Eligible Holders must make their own decision as to whether or not to tender their Existing Notes, as applicable, as well as with respect to the principal amount of the Existing Notes, as applicable, to tender. The Exchange Offers are not being made to any holders of Existing 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.
About Intelsat
Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network, powered by its leading satellite backbone, 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.
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding 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 December 31, 2016, and its other filings with the U.S. Securities and Exchange Commission and risks and uncertainties related to our ability to consummate the Exchange Offers and the Consent Solicitations.
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.
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