Report of Foreign Issuer (6-k)
06 July 2017 - 6:06AM
Edgar (US Regulatory)
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 July, 2017
001-35878
(Commission
File Number)
Intelsat S.A.
(Translation of registrants 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 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): ☐
Intelsat Jackson Holdings S.A. Senior Notes Issuance
On July 5, 2017, Intelsat Jackson Holdings S.A. (
Intelsat Jackson
), an indirect wholly-owned subsidiary of Intelsat S.A., issued
$1,500,000,000 aggregate principal amount of 9.75% Senior Notes due 2025 (the
2025 Notes
) pursuant to an indenture dated July 5, 2017, between Intelsat Jackson, as issuer, the guarantors party thereto, and U.S. Bank National
Association, as trustee (the
Indenture
).
Use of Proceeds
. Intelsat Jackson expects to use the net proceeds from the issuance of
the 2025 Notes and other available cash to fund the redemption of all $1,500,000,000 principal amount of Intelsat Jacksons outstanding 7.25% Senior Notes due 2019.
Guarantees
. The 2025 Notes are guaranteed by all of Intelsat Jacksons subsidiaries that guarantee Intelsat Jacksons obligations under the
credit agreement governing its senior secured credit facilities and senior secured notes. The 2025 Notes are also guaranteed by certain of Intelsat Jacksons parent entities.
Security
. The 2025 Notes are unsecured.
Covenants
. The Indenture contains covenants that include, among other things, limitations on Intelsat Jacksons and certain of its
subsidiaries ability to: incur or guarantee additional indebtedness or issue disqualified or preferred stock; pay dividends or distributions on Intelsat Jacksons ordinary shares or repurchase Intelsat Jacksons ordinary shares; make
certain investments; enter into transactions with affiliates; merge, consolidate, or amalgamate with another company; transfer and sell assets; and create liens on their assets to secure debt.
Events of Default
. The Indenture also contains events of default with respect to: a default in any payment of interest on any 2025 Note when due that
continues for 30 days; a default in the payment of principal or premium, if any, of any 2025 Note when due, whether at its stated maturity, upon optional redemption, upon required repurchase or otherwise; the failure by Intelsat Jackson or any of
its restricted subsidiaries to comply for 60 days after written notice with the other agreements contained in the 2025 Notes or the Indenture; the failure by Intelsat Jackson or any of its significant subsidiaries to pay any indebtedness (other than
indebtedness owing to a parent of Intelsat Jackson or a restricted subsidiary of Intelsat Jackson) within any applicable grace period after final maturity or the acceleration of any such indebtedness by the holders thereof because of a default, in
each case, if the total amount of such indebtedness unpaid or accelerated exceeds $75.0 million or its foreign currency equivalent; certain events of bankruptcy, insolvency or reorganization of Intelsat Jackson or a significant subsidiary of
Intelsat Jackson; and the failure by Intelsat Jackson or any significant subsidiary of Intelsat Jackson to pay final judgments aggregating in excess of $75.0 million or its foreign currency equivalent (net of any amounts which are covered by
enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days.
Optional
Redemption
. Intelsat Jackson may redeem all or a portion of the 2025 Notes at any time prior to July 15, 2021 at a price equal to 100% of the principal amount of the 2025 Notes redeemed, plus a make-whole premium, together with
accrued and unpaid interest, if any, to the redemption date. On or after July 15, 2021, Intelsat Jackson may redeem all or a portion of the 2025 Notes pursuant to a call schedule as described in the Indenture. In addition, Intelsat Jackson may
redeem all or a portion of the 2025 Notes at any time prior to July 5, 2018 upon the occurrence of certain specified transactions described in the Indenture at a price equal to 105% of the principal amount of the 2025 Notes redeemed, together
with accrued and unpaid interest, if any, to the redemption date.
The foregoing summary is qualified in its entirety by reference to the Indenture, a
copy of which is attached hereto as Exhibit 99.1.
Exhibits.
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Exhibit
No.
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Document Description
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99.1
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Indenture, dated as of July 5, 2017, among Intelsat Jackson Holdings S.A., as Issuer, the Guarantors party thereto, and U.S. Bank National Association, as Trustee (including the form of the 2025 Notes).
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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.
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INTELSAT S.A.
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Date: July 5, 2017
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By:
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/s/ Jacques D. Kerrest
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Name:
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Jacques D. Kerrest
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Title:
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Executive Vice President and Chief Financial Officer
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