Intelsat Announces Consent Solicitation and Notice of Redemption
13 May 2013
Intelsat S.A. announced that its subsidiary, Intelsat Jackson Holdings S.A. ("Intelsat Jackson"), has commenced a solicitation of consents from holders of its 8 ½% Senior Notes due 2019 (the "2019 Jackson Notes"). The record date to determine holders eligible to consent is 5:00 p.m., New York City time, on May 10, 2013. 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").
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 (such date and time, as they may be extended, the "Expiration Time"), will be eligible to receive a consent fee of $10.00 per $1,000 principal amount of 2019 Jackson Notes for which consents are received on or prior to the Expiration Time.
In addition, Intelsat S.A. announced that its subsidiary, Intelsat (Luxembourg) S.A. (Intelsat Luxembourg), will issue a notice of redemption pursuant to the indenture governing its 11 ¼% Senior Notes due 2017 (the "2017 Luxembourg Notes") that it intends to redeem on June 12, 2013, subject to the financing condition described below, all of the remaining outstanding approximately $1.68 billion aggregate principal amount of 2017 Luxembourg Notes for which a notice of redemption has not already been given at a redemption price equal to 105.625% of the principal amount of the notes, plus accrued and unpaid interest thereon to the redemption date. The redemption is conditioned on the completion of one or more debt financings on or prior to the redemption date.
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.