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Intelsat Announces Successful Completion of Consent Solicitations and Preliminary Results Relating to the 9¼% Senior Notes due 2014 and 6% Senior Secured Debentures due 2028 of Intelsat Corporation

 

 

September 30, 2010

 

Intelsat S.A. announced that its subsidiary, Intelsat Corporation (“Intelsat Corp”) has received the requisite consents to amend certain terms of the indenture governing its 9¼% Senior Notes due 2014 (CUSIP No. 45823VAE1)

(the “2014 Notes”) and the indenture governing its 6% Senior Secured Debentures due 2028 (CUSIP No. 697933AM1) (the “2028 Notes” and together with the 2014 Notes, the “Notes”). The consent solicitation with respect to the 2014 Notes (the “2014 Consent Solicitation”) expired at 5:00 p.m. New York City time on Wednesday, September 29, 2010 (the “2014 Consent Time”) and the consent solicitation with respect to the 2028 Notes (the “2028 Consent Solicitation”) expired at 5:00 p.m. New York City time on Wednesday, September 29, 2010 (the “2028 Consent Time”).

 

As of the 2014 Consent Time, Intelsat Corp had received tenders of $546,286,000 aggregate principal amount of the 2014 Notes pursuant to its previously announced cash tender offer for the 2014 Notes (the “2014 Tender Offer”) and, as of the 2028 Consent Time, Intelsat Corp had received tenders of $124,859,000 aggregate principal amount of the 2028 Notes pursuant to its previously announced cash tender offer for the 2028 Notes (the “2028 Tender

Offer” and together with the 2014 Tender Offer, the “Tender Offers”).

 

The withdrawal deadline relating to each Tender Offer occurred at 5:00 p.m., New York City time, on Wednesday, September 29, 2010. Notes previously tendered and Notes that are tendered after the date hereof may not be

withdrawn except as required by law. The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on Thursday, October 14, 2010, unless extended or earlier terminated by Intelsat Corp (the “Expiration Time”).

 

Intelsat Corp has been advised by each of Wells Fargo Bank, National Association, as the trustee under the indenture governing the 2014 Notes, and The Bank of New York Mellon Trust Company, N.A., as the trustee under the indenture governing the 2028 Notes, that, as of the 2014 Consent Time and the 2028 Consent Time, consents were delivered and not revoked in respect of at least a majority in aggregate principal amount of each of the 2014 Notes and the 2028 Notes. As a result, Intelsat Corp and Wells Fargo Bank, National Association have entered into a supplemental indenture implementing the amendments to the 2014 Notes and the related indenture and Intelsat Corp and The Bank of New York Mellon Trust Company, have entered into  supplemental indenture implementing the amendments to the 2028 Notes and the related indenture. The amendments amend each of the indentures for the

Notes, among other things, to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in each indenture.

 

Intelsat Corp will make a payment to each security holder of the 2014 Notes that validly tendered its 2014 Notes, and did not validly withdraw, and validly delivered its consent prior to the 2014 Consent Time, and did not validly revoke

such consent, equal to $1,035.00 per $1,000 principal amount of the notes for which such security holder provided its consent, including accrued and unpaid interest. Intelsat Corp will make a payment to each security holder of the 2028

 

Notes that validly tendered its 2028 Notes, and did not validly withdraw, and validly delivered its consent prior to the 2028 Consent Time, and did not validly revoke such consent, equal to $1,200.00 per $1,000 principal amount of the

notes for which such security holder provided its consent, including accrued and unpaid interest.

 

Holders tendering their 2014 Notes after the 2014 Consent Time but before the Expiration Time will receive the tender offer consideration of $1,005.00 per $1,000 principal amount of 2014 Notes tendered.

 

Holders tendering their 2028 Notes after the 2028 Consent Time but before the Expiration Time will receive the tender offer consideration of $1,160.00 per $1,000 principal amount of 2028 Notes tendered.

 

Upon the terms and conditions described in each Offer to Purchase and Consent Solicitation Statement, payment for Notes accepted for purchase will be made (1) with respect to 2014 Notes and 2028 Notes validly tendered and not validly withdrawn at or prior to the 2014 Consent Time and the 2028 Consent Time, respectively, promptly after such acceptance for purchase (which is currently expected to be on or around September 30, 2010), and (2) with respect to 2014 Notes and 2028 Notes validly tendered after the 2014 Consent Time and 2028 Consent Time, respectively, but at or before the applicable Expiration Time, promptly after such Expiration Time (which is currently expected to be October 15, 2010, unless the applicable Tender Offer is extended).

 

Intelsat Corp will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the Tender Offers from the last interest payment date to, but not including, the date on which the Notes are purchased.