Intelsat S.A., announced that its subsidiary, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $603,220,000 aggregate principal amount of 11 ¼% Senior Notes due 2016 (the “Notes”).
In connection with the Tender Offer, Intelsat Jackson is also soliciting the consent of the holders of the Notes (the “Consent Solicitation”) to certain proposed amendments to the indenture governing the Notes, among other things, to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in that indenture.
The Tender Offer and Consent Solicitation are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 19, 2012, relating thereto (the “Offer to Purchase and Consent Solicitation Statement”).
The Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The tender offer documents more fully set forth the terms of the Tender Offer and the Consent Solicitation.
| Notes | CUSIP Number(s) |
Principal Amount Outstanding |
Tender
Offer Consideration(l) |
Consent |
Total |
|||||||||||||||||||||||
|
11 ¼ % Senior Notes due 2016 |
45820EAX0 | $603,220,000 | $ 1,014.50 | $ 30.00 | $ 1,044.50 | |||||||||||||||||||||||
| (1) | Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable. | ||
| (2) | Includes the Consent Payment. |
Holders who validly tender their Notes prior to 12:00 midnight, New York City time, on Tuesday, October 2, 2012 (the “Consent Time”) will be eligible to receive total consideration of $1,044.50 per $1,000 principal amount of Notes, which includes a consent payment of $30.00 per $1,000 principal amount of Notes tendered. Holders must validly tender and not validly withdraw their Notes, and have their Notes accepted for purchase in the Tender Offer, at or prior to the Consent Time in order to be eligible to receive the total consideration, including the consent payment. A holder cannot deliver a consent with respect to the Notes without tendering its corresponding Notes or tender its Notes without delivering a corresponding consent.
The Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on Wednesday, October 17, 2012, unless extended or earlier terminated by Intelsat Jackson (the “Expiration Time”).
Holders tendering their Notes after the Consent Time but before the Expiration Time will receive the tender offer consideration of $1,014.50 per $1,000 principal amount of Notes tendered.
Upon the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, payment for Notes accepted for purchase will be made (1) with respect to the Notes validly tendered and not validly withdrawn at or prior to the Consent Time, promptly after such acceptance for purchase (which is currently expected to be Wednesday, October 3, 2012, unless the Consent Time is extended), and (2) with respect to Notes validly tendered after the Consent Time but at or before the Expiration Time, promptly after the Expiration Time (which is currently expected to be Thursday, October 18, 2012, unless the Tender Offer is extended).
Holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date to, but not including, the date on which such Notes are purchased.
Tendered Notes may be withdrawn at any time on or prior to 12:00 midnight, New York City time, on Tuesday, October 2, 2012, unless extended by Intelsat Jackson (the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but on or prior to the Expiration Time, may not withdraw their tendered Notes.
The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including Intelsat Jackson receiving funds sufficient to pay the applicable Total Consideration with respect to the Notes as well as at least a majority of the aggregate principal amount of Notes outstanding not owned by Intelsat Jackson or any of its affiliates being validly tendered at or prior to the Consent Time and not validly withdrawn prior to the Withdrawal Deadline. Subject to applicable law, Intelsat Jackson may also terminate the Tender Offer and Consent Solicitation at any time before the Expiration Time in its sole discretion.
Intelsat Jackson has retained Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC to act as the joint dealer managers and joint solicitation agents (together, the “Dealer Managers”) for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation will act as the Information Agent and the Depositary for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation should be directed to Morgan Stanley & Co. LLC at 1 (800) 624-1808 (toll-free) or 1 (212) 761-1057 (collect) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-7249 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll-free) or (212) 430-3774 (collect).