Intelsat S.A., announced the
early tender results for the previously announced tender
offers by its subsidiary, Intelsat Jackson Holdings S.A.
("Intelsat Jackson"), to purchase for cash (the "9 ½%
Offer") any and all of its $701,913,000 outstanding 9 ½%
Senior Notes due 2016 (the "9 ½% Notes") and to purchase
for cash (the "11 ¼% Offer" and together with the 9 ½%
Offer, the "Tender Offers") up to $470,000,000 aggregate
principal amount (the "Tender Cap") of its
$1,048,220,000 outstanding 11 ¼% Senior Notes due 2016
(the "11 ¼% Notes" and together with the 9 ½% Notes, the
"Notes").
Intelsat S.A. today also
announced that Intelsat Jackson is amending the terms of
the 9 ½% Offer and the 11 ¼% Offer. Intelsat Jackson is
now offering to pay the total consideration, including
the early tender payment, to Holders who validly tender
their Notes prior to the Expiration Time (as defined
below). The total consideration for the 9 ½% Offer is
$1,039.17 per $1,000 principal amount of 9 ½% Notes and
the total consideration for the 11 ¼% Offer is $1,045.50
per $1,000 principal amount of 11 ¼% Notes, each of
which includes the early tender payment of $30.00 per
$1,000 principal amount of Notes tendered. Holders must
validly tender their Notes, and have their Notes
accepted for purchase in the applicable Tender Offer, at
or prior to the Expiration Time in order to be eligible
to receive the total consideration, including the early
tender payment. Except as set forth above, the terms of
the 9 ½% Offer and the 11 ¼% Offer remain unchanged.
The Tender Offers are subject to
the terms and conditions set forth in the Offer to
Purchase, dated April 12, 2012, relating thereto (the
"Offer to Purchase").
As of the previously announced
early tender deadline of 5:00 p.m., New York City time,
on Wednesday, April 25, 2012 (the "Early Tender Time"),
Intelsat Jackson has been advised by Global Bondholder
Services Corporation, as Depositary for the Tender
Offers, that $48,042,000 in aggregate principal amount,
or approximately 6.84%, of the outstanding 9 ½% Notes
has been validly tendered and not withdrawn in the 9 ½%
Offer and $10,059,000 in aggregate principal amount, or
approximately 0.96%, of the outstanding 11 ¼% Notes has
been validly tendered and not withdrawn in the 11 ¼%
Offer.
Subject to the terms and
conditions set forth in the Offer to Purchase, Intelsat
Jackson will accept for purchase all 9 ½% Notes tendered
and not withdrawn prior to the Early Tender Time.
Subject to the terms and conditions set forth in the
Offer to Purchase, Intelsat Jackson intends to accept
for purchase all 9 ½% Notes tendered after the Early
Tender Time and prior to the Expiration Time (as defined
below).
Subject to the terms and
conditions set forth in the Offer to Purchase, Intelsat
Jackson will accept for purchase all 11 ¼% Notes
tendered and not withdrawn prior to the Early Tender
Time. As the principal amount of 11 ¼% Notes validly
tendered and not withdrawn in the 11 ¼% Offer prior to
the Early Tender Time is less than the Tender Cap,
subject to the terms and conditions set forth in the
Offer to Purchase, Intelsat Jackson intends to accept
for purchase 11 ¼% Notes tendered after the Early Tender
Time and prior to the Expiration Time, subject to the
Tender Cap and any required proration, as described in
the Offer to Purchase.
The withdrawal deadline relating
to each of the Tender Offers occurred at 5:00 p.m., New
York City time, on Wednesday, April 25, 2012. Notes
previously tendered and Notes that are tendered after
the withdrawal deadline may not be withdrawn, except as
required by law. Each of the Tender Offers is scheduled
to expire at 12:00 midnight, New York City time, on
Wednesday, May 9, 2012 (the "Expiration Time"), unless
extended or earlier terminated.
Intelsat Jackson has retained
Goldman, Sachs & Co. to act as the dealer manager (the
"Dealer Manager") for each of the Tender Offers. Global
Bondholder Services Corporation is acting as the
Information Agent and the Depositary for each of the
Tender Offers. Questions regarding either of the Tender
Offers should be directed to Goldman, Sachs & Co. at
(800) 828-3182 (toll-free) or (212) 357-0345 (collect).
Requests for documentation should be directed to Global
Bondholder Services Corporation at (866) 470-3900
(toll-free) or (212) 430-3774 (collect). This
announcement is for informational purposes only.
This announcement is not an offer
to purchase or a solicitation of an offer to purchase
with respect to any Notes. Each Tender Offer is being
made solely pursuant to the Offer to Purchase and
related documents. The Tender Offers are not being made
to holders of Notes 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. In any jurisdiction in which the
securities laws or blue sky laws require the Tender
Offers to be made by a licensed broker or dealer, the
Tender Offers will be deemed to be made on behalf of
Intelsat Jackson by the Dealer Manager, or one or more
registered brokers or dealers that are licensed under
the laws of such jurisdiction.