Intelsat to Issue $2.635 Billion in Guaranteed and Unguaranteed Notes
Luxembourg, 21 May 2013
Intelsat S.A. [NYSE: I], the world’s leading provider of satellite services, today announced that its subsidiary, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), intends to offer $2,000,000,000 aggregate principal amount of senior notes due 2023 (the “2023 notes”). Intelsat Jackson’s obligations under the notes will be guaranteed by certain of its parent and subsidiary companies.
In addition, Intelsat Jackson intends to offer $635,000,000 aggregate principal amount of its 65/8% Senior Notes due 2022 (the “2022 notes” and together with the 2023 notes, the “notes”). The 2022 notes will be issued under the same indenture as Intelsat Jackson’s existing 65/8% Senior Notes due 2022. Intelsat Jackson’s obligations under the 2022 notes will be guaranteed by certain of its parent companies. The 2022 notes will not be guaranteed by Intelsat Jackson’s subsidiaries.
The net proceeds from the sale of the notes, together with other available cash, are expected to be used by Intelsat Jackson to repay all amounts outstanding (approximately $868 million principal amount) under its two senior unsecured credit agreements.
In addition, Intelsat Jackson expects to make a dividend to Intelsat (Luxembourg) S.A., which will use such funds and other available cash to redeem all of its 11¼% Senior Notes due 2017 in its previously announced redemption on June 12, 2013. The remaining net proceeds are expected to be used to pay related fees and expenses and for general corporate purposes.
The notes referred to above will be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The notes will not be registered under the Securities Act and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes referred to above will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the notes.
The notes may therefore not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions.
No prospectus as required by the Directive 2003/71/EC (and the implementing laws and regulations in the relevant member states) has been filed with respect to the notes and therefore no offers of notes may be made in any Member States of the European Economic Area unless made pursuant to an exemption under the Directive 2003/71/EC (and the implementing laws and regulations in the relevant Member States).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities of Intelsat, nor shall there be any offer, solicitation or sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.