Intelsat Announces Amendment of Consent Solicitation
20 May 2013 - 4:00PM
Business Wire
Intelsat S.A. [NYSE: I], the world’s leading provider of
satellite services, today announced that its subsidiary, Intelsat
Jackson Holdings S.A. (“Intelsat Jackson”), is amending the terms
of its previously announced solicitation of consents from holders
of its 8½% Senior Notes due 2019 (the “2019 Jackson Notes”).
Holders of the 2019 Jackson Notes who validly consent to the
Proposed Amendments on or prior to 5:00 p.m., New York City time,
on May 20, 2013 (the “Expiration Time”), will now be eligible to
receive a consent fee of $22.50 per $1,000 principal amount of 2019
Jackson Notes for which consents are received on or prior to the
Expiration Time. All other terms of the consent solicitation remain
unchanged.
Intelsat Jackson is soliciting consents from the holders of the
2019 Jackson Notes to amend the indenture governing the 2019
Jackson Notes so that Intelsat Jackson and its restricted
subsidiaries would be permitted to make certain Restricted Payments
(as defined in the indenture) if, after giving effect to such
transaction on a pro forma basis, Intelsat Jackson’s Debt to
Adjusted EBITDA Ratio (as defined in the indenture) would be less
than or equal to 6.0 to 1.0, in each instance of such Restricted
Payment, rather than 5.5 to 1.0 (the “Proposed Amendments”). The
consent solicitation is subject to the terms and conditions set
forth in Intelsat Jackson’s Consent Solicitation Statement, dated
May 13, 2013 (the “Consent Solicitation Statement”).
The change in the amount of the consent fee may have important
consequences regarding the United States Federal income taxation of
U.S. Holders. See “United States Federal Income Taxation” in a
Current Report on Form 8-K filed by Intelsat Investments S.A. prior
to the Expiration Time and the section entitled “Where You Can Find
More Information and Incorporation by Reference” in the Consent
Solicitation Statement.
The record date to determine holders eligible to consent remains
5:00 p.m., New York City time, on May 10, 2013.
Intelsat Jackson’s acceptance of validly executed, delivered and
unrevoked consents and payment of the applicable consent fee with
respect to the 2019 Jackson Notes is conditioned upon, among other
things, the receipt of the Requisite Consents (as defined below) on
or prior to the Expiration Time. If all of the conditions to the
consent solicitation are satisfied or waived, Intelsat Jackson will
pay the consent fee to each holder of 2019 Jackson Notes who
validly consented and did not revoke their consent on or prior to
the Expiration Time.
No consent fee with respect to the 2019 Jackson Notes will be
paid if the Requisite Consents are not received prior to the
Expiration Time or if the consent solicitation is terminated for
any reason. Intelsat Jackson reserves the right to terminate,
withdraw or amend the consent solicitation at any time and from
time to time, as described in the Consent Solicitation
Statement.
Upon receipt of consents from holders of at least a majority in
aggregate principal amount of the outstanding 2019 Jackson Notes on
or prior to the Expiration Time, excluding any 2019 Jackson Notes
owned by Intelsat Jackson or any of its affiliates (the “Requisite
Consents”), Intelsat Jackson and the trustee under the indenture
governing the 2019 Jackson Notes will execute a supplemental
indenture giving effect to the Proposed Amendments. Except in
certain limited circumstances, consents delivered pursuant to the
consent solicitation may not be withdrawn or revoked after
execution of the supplemental indenture.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any 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. The consent solicitation is
being made solely pursuant to the Consent Solicitation Statement
and related materials, copies of which will be delivered to all
holders of Notes. The consent solicitation is not being made to,
and consents will not be accepted from or on behalf of, holders in
any jurisdiction in which the making of the consent solicitation or
the acceptance thereof would not be in compliance with the laws of
such jurisdiction. Holders are urged to read the Consent
Solicitation Statement carefully. Persons with questions regarding
the consent solicitations should contact the solicitation agents,
Credit Suisse Securities (USA) LLC, at 11 Madison Avenue, New York,
NY 10010, Attn: Liability Management Group, at (800) 820-1653 (toll
free) or (212) 325-2476 (collect), Barclays Capital Inc. at 745
Seventh Avenue, New York, NY 10019, Attn: Liability Management
Group, at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or
BofA Merrill Lynch, at 214 North Tryon Street, Charlotte, NC 28255,
Attn: Debt Advisory, at (888) 292-0070 (toll free) or (980)
388-1457 (collect). Requests for copies of the Consent Solicitation
Statement and the related Consent Letter should be directed to the
Tabulation and Information Agent, Global Bondholder Services
Corporation, at (866) 804-2200 (toll free) or (212) 430-3774
(collect).
About Intelsat
Intelsat [NYSE: I] is the leading provider of satellite services
worldwide. For almost 50 years, Intelsat has been delivering
information and entertainment for many of the world’s leading media
and network companies, multinational corporations, Internet Service
Providers and governmental agencies. Intelsat’s satellite, teleport
and fiber infrastructure is unmatched in the industry, setting the
standard for transmissions of video, data and voice services. From
the globalization of content and the proliferation of HD, to the
expansion of cellular networks and broadband access, with Intelsat,
advanced communications anywhere in the world are closer, by
far.
Intelsat Safe Harbor Statement
Some of the statements in this news release constitute
"forward-looking statements" that do not directly or exclusively
relate to historical facts. The forward-looking statements made in
this release reflect Intelsat's intentions, plans, expectations,
assumptions and beliefs about future events and are subject to
risks, uncertainties and other factors, many of which are outside
of Intelsat's control. Known risks include, among others, the risks
included in Intelsat’s final prospectus related to its 5.75% Series
A mandatory convertible junior non-voting preferred shares, filed
with the U.S. Securities and Exchange Commission (the “SEC”) and
its other filings with the U.S. Securities and Exchange Commission,
the political, economic and legal conditions in the markets we are
targeting for communications services or in which we operate and
other risks and uncertainties inherent in the telecommunications
business in general and the satellite communications business in
particular. Because actual results could differ materially from
Intelsat's intentions, plans, expectations, assumptions and beliefs
about the future, you are urged to view all forward-looking
statements contained in this news release 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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