Intelsat Announces Modified Dutch Auction Tender Offer For Senior Notes of Intelsat, Ltd.
Pembroke, Bermuda, 14 January 2009
Intelsat, Ltd., the world’s leading provider of fixed satellite services, today announced that its subsidiary, Intelsat Subsidiary Holding Company, Ltd. (“Intelsat Sub Holdco”) is commencing a cash tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of Intelsat, Ltd.’s outstanding 7.625% Senior Notes due 2012 (CUSIP No. 45820E AB8) (the “7.625% Notes”) and Intelsat, Ltd.’s outstanding 6.50% Senior Notes due 2013 (CUSIP No. 45820E AH5) (the “6.50% Notes”, and together with the 7.625% Notes, the “Notes”) that Intelsat Sub Holdco can purchase for $200,000,000 (excluding accrued interest), subject to increase by Intelsat Sub Holdco (the “Maximum Payment Amount”), at a purchase price per $1,000 principal amount determined in accordance with a modified “Dutch auction” procedure on the terms and conditions set forth in an Offer to Purchase dated January 14, 2009 (the “Offer to Purchase”). The Notes and other information relating to the Tender Offer are listed in the table below.
|Series of Notes||CUSIP No.||Outstanding Principal Amount||Early Participation Payment(1)||Total Consideration (Acceptable Bid Price Range)(1)(2)|
|7.625% Senior Notes due 2012||45820E AB8||$600,000,000||$30.00||$717.50 – $817.50|
|6.50% Senior Notes due 2013||45820E AH5||$700,000,000||$30.00||$635.00 – $735.00|
(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Includes the $30.00 Early Participation Payment referred to below.
The total consideration payable pursuant to the Tender Offer per $1,000 principal amount of Notes validly tendered and accepted for purchase by Intelsat Sub Holdco will be determined based on a formula consisting of a base price (including the Early Participation Payment) per $1,000 principal amount of Notes equal to $717.50 for the 7.625% Notes and $635.00 for the 6.50% Notes, plus a clearing premium not to exceed $100.00.
The clearing premium with respect to the Notes will be the lowest single premium at which Intelsat Sub Holdco will be able to spend the Maximum Payment Amount by accepting all validly tendered Notes with bid premiums equal to or lower than the clearing premium. If the aggregate amount of Notes validly tendered (and not withdrawn) at or below the clearing premium would cause Intelsat Sub Holdco to spend more than the Maximum Payment Amount, then holders of the Notes tendered at the clearing premium will be subject to proration as described in the Offer to Purchase.