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.
(“Intelsat Connect”), and Intelsat
(Luxembourg) S.A. (“Intelsat
Luxembourg” and, together with Intelsat Jackson and Intelsat
Connect, the “Issuers”) each has
extended the Expiration Time and Withdrawal Deadline for (i) its
respective previously announced offer or offers to exchange
(collectively, the “Exchange Offers”)
certain of its respective outstanding senior unsecured notes (the
“Existing Notes”) for new mandatorily
exchangeable senior unsecured notes (the “Exchange Notes”), and (ii) its respective
previously announced solicitation or solicitations of consents
(collectively, the “Consent
Solicitations”) to amend the indentures governing the
Existing Notes.
The Expiration Time for each of the Exchange Offers and each of
the Consent Solicitations has been extended from the end of the
day, 12:00 midnight, New York City time, on April 20, 2017, to the
end of the day, 12:00 midnight, New York City time, on May 10,
2017. The Withdrawal Deadline for each of the Exchange Offers and
each of the Consent Solicitations has been extended from 11:59
p.m., New York City time, on April 20, 2017, to 11:59 p.m., New
York City time, on May 10, 2017. All other terms, provisions and
conditions of the Exchange Offers and Consent Solicitations remain
in full force and effect. Such terms, provisions and conditions are
described more fully in the respective confidential offering
memoranda for the Exchange Offers and Consent Solicitations (the
“Offering Memoranda”) dated as of
March 24, 2017, and the related materials, copies of which were
previously distributed to eligible holders of the Existing Notes.
The Exchange Offers and Consent Solicitations are being conducted
solely pursuant to the Offering Memoranda and related materials
(collectively, the “Exchange Offers
Materials”).
As of the end of the day, 12:00 midnight, New York City time, on
April 20, 2017, Intelsat was informed by the Information and
Exchange Agent (as defined below) that (i) approximately $12.14
million aggregate principal amount of Intelsat Jackson’s 7.25%
Senior Notes due 2019 had been tendered into Intelsat Jackson’s
Exchange Offers, representing approximately 0.81% of the
outstanding aggregate principal amount of Intelsat Jackson’s 7.25%
Senior Notes due 2019; (ii) approximately $6.78 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 0.31% of the outstanding aggregate
principal amount of Intelsat Jackson’s 7.25% Senior Notes due 2020;
(iii) approximately $0.70 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; (iv) approximately $6.88
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 0.34% of the
outstanding aggregate principal amount of Intelsat Jackson’s 5.50%
Senior Notes due 2023; (v) approximately $0.20 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; (vi) approximately $3.52 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 0.35% of the aggregate principal amount of the
outstanding Intelsat Luxembourg’s 7.75% Senior Notes due 2021; and
(vii) approximately $2.24 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 0.25% 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170421005152/en/
IntelsatDianne VanBeber, +1-703-559-7406Vice President, Investor
Relations and Corporate
Communicationsdianne.vanbeber@intelsat.com
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