Company Website:
http://www.intelsat.com
LUXEMBOURG -- (Business Wire)
Intelsat S.A. (NYSE: I) (“Intelsat”),
operator of the world’s first Globalized Network, today announced that
its indirect wholly-owned subsidiaries, Intelsat Jackson Holdings S.A. (“Intelsat
Jackson”), Intelsat Connect Finance S.A. (“ICF”),
and Intelsat (Luxembourg) S.A. (“Intelsat
Luxembourg” and, together with Intelsat Jackson and ICF, the “Issuers”)
each has commenced an offer or offers to exchange (collectively, the “Exchange
Offers”) certain of its respective outstanding senior unsecured
notes for new Exchange Notes (as defined below) on the terms described
below.
The Exchange Offers and related Consent Solicitations (as defined below)
are being conducted pursuant to the Combination Agreement, dated as of
February 28, 2017 (the “Combination Agreement”),
between Intelsat and WorldVu Satellites Limited (“OneWeb”),
pursuant to which OneWeb will combine with Intelsat on the terms and
subject to the conditions set forth in the Combination Agreement (the “Combination”).
Following the Combination Date (as defined below) and without any action
by any holder of the Exchange Notes, each series of Exchange Notes will,
by its terms, be mandatorily exchanged for cash, Final Jax Notes (as
defined below) and/or common shares of Intelsat. The Exchange Offers are
subject to certain conditions precedent, including, among others, the
tender of a minimum of 85% of the aggregate outstanding principal amount
of each series of Existing Notes (as defined below).
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. Intelsat
Luxembourg is offering to exchange (the “Lux
Exchange Offers”):
(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 $1,000
principal amount of the applicable series of Jax Exchange Notes in
exchange for each $1,000 principal amount of the applicable series of
Jax Existing Notes tendered and accepted.
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 $1,000 principal amount of the
applicable series of Jax Exchange Notes held thereby, the consideration
shown in the table below, based on the assumptions described in the
footnote to the table below (the “Final Jax
Consideration”).
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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) |
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For each $1,000
| | | | | | | | |
principal amount
| | | | | | | | |
of Jax 2019
| | | | | | | | |
Exchange Notes
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$940.00
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$45.63 - $90.20
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$849.80 - $894.37
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$0.00
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For each $1,000
| | | | | | | | |
principal amount
| | | | | | | | |
of Jax 2020
| | | | | | | | |
Exchange Notes
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$880.00
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$45.63 - $90.20
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$789.80 - $834.37
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$0.00
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For each $1,000
| | | | | | | | |
principal amount
| | | | | | | | |
of Jax 2021
| | | | | | | | |
Exchange Notes
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$860.00
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$45.63 - $90.20
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$0.00
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$769.80 - $814.37
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For each $1,000
| | | | | | | | |
principal amount
| | | | | | | | |
of Jax 2023
| | | | | | | | |
Exchange Notes
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$760.00
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$45.63 - $90.20
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$0.00
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$669.80 - $714.37
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(1)
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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.
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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 Intelsat, ICF and Intelsat Luxembourg, as well as each
subsidiary of Intelsat Jackson that guarantees Intelsat Jackson’s
existing secured credit agreement.
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 $1,000 principal
amount of the ICF Exchange Notes in exchange for each $1,000 principal
amount of the ICF Existing Notes tendered and accepted, and each of the
Lux Exchange Offers provides for the issuance of $1,000 principal amount
of the applicable series of the Lux Exchange Notes in exchange for each
$1,000 principal amount of the corresponding series of the Lux Existing
Notes tendered and accepted.
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 Intelsat (“New Common
Shares”); and (b) each series of the ICF Exchange Notes and the
Lux Exchange Notes will, upon receipt of the Final ICF/Lux Consideration
(as defined below) by the holders, be cancelled and will cease to be
outstanding (collectively, the “Mandatory ICF/Lux
Exchanges”).
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 $1,000 principal amount of the
applicable series of ICF Exchange Notes and Lux Exchange Notes held, the
consideration shown in the table below (the “Final
ICF/Lux Consideration”).
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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 | | | | |
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| Shares)(1) |
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For each $1,000 principal amount of ICF
| | | | | | |
Exchange Notes
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$780.00
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$768.00
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$12.00
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For each $1,000 principal amount of Lux
| | | | | | |
2021 Exchange Notes
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$460.00
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$448.00
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$12.00
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For each $1,000 principal amount of Lux
| | | | | | |
2023 Exchange Notes
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$460.00
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$448.00
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$12.00
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(1)
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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.
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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 Intelsat as of
the Combination Date after giving effect to the issuance of common
shares to OneWeb stockholders pursuant to the Combination Agreement and
to SoftBank Group Corp. (“SoftBank”)
pursuant to the related share purchase agreement. Such New Common Shares
are subject to dilution by any other equity issuances on or after the
date hereof. Fractional New Common Shares will not be issued and the
number of New Common Shares received by any applicable Eligible Holder
will be rounded down to the nearest whole share.
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,
New York City time, on April 20, 2017, unless it is extended or earlier
terminated by the applicable Issuer. Existing Notes not tendered may not
be withdrawn and consents delivered may not be revoked after 11:59 p.m.,
New York City time, on April 20, 2017, except in limited circumstances
as set forth in the applicable offering memorandums (the "Offering
Memoranda").
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 “Consideration Securities”) will be
registered under 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 which will be described more
fully in the Offering Memoranda.
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 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. 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:
Requests for the Exchange Offer 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 Offer Materials. None of Intelsat, the Issuers,
OneWeb, SoftBank, 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
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 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 Combination, the Exchange Offers and the Consent
Solicitations, and to the occurrence of the Mandatory Jax Exchanges and
the Mandatory ICF/Lux Exchanges.
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: http://www.businesswire.com/news/home/20170324005635/en/
Contacts:
Intelsat
Dianne VanBeber
Vice President, Investor Relations
and Corporate Communications
+1 703-559-7406
dianne.vanbeber@intelsat.com
Source: Intelsat
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