Intelsat Announces Tender Offers for Certain Notes of Intelsat Jackson Holdings

Tysons corner, Va., May 12, 2016-- Intelsat S.A., today announced that its subsidiary, Intelsat Jackson Holdings S.A.  is commencing a tender offer  to purchase its 6 ⅝% Senior Notes due 2022 (CUSIP No. 45824TAM7) (the “2022 Notes”), 5 ½% Senior Notes due 2023 (CUSIP No. 45824TAP0)  and 7 ½% Senior Notes due 2021 (CUSIP No. 45824TAG0) for up to US$ 625,000,000 in aggregate cash consideration (excluding accrued and unpaid interest on the Securities and excluding fees and expenses related to the Tender Offers).

The Company’s obligation to accept and pay for Securities in the Tender Offers is subject to satisfaction or waiver of the Financing Condition (as defined below) and the other general conditions prior to the expiration date.

The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on June 9, 2016 (the “Expiration Date”), unless extended or earlier terminated by Intelsat Jackson. The Tender Offers are being made pursuant to an Offer to Purchase dated May 12, 2016 and a related Letter of Transmittal dated May 12, 2016 (together, the “Tender Offer Materials”), which set forth a more detailed description of the Tender Offers. Holders of the Securities are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offers.

The aggregate consideration to be paid for the purchase of the Securities pursuant to the Tender Offers is up to the Maximum Payment Amount.  The principal amount of any series of Securities that is purchased in a Tender Offer will be based on the acceptance priority level for such series, as set forth in the table below (the “Acceptance Priority Level”). As discussed in more detail in the Tender Offer Materials, Intelsat Jackson reserves the right, but is under no obligation, to increase or decrease the Maximum Payment Amount, at any time, subject to compliance with applicable law.

The total consideration payable for each US$ 1,000 principal amount of Securities validly tendered at or prior to 5:00 p.m., New York City time, on May 25, 2016 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offers will be the applicable total consideration for such series of Securities set forth in the table above. The Total Consideration includes the early tender premium for such series of Securities also set forth in the table above (the “Early Tender Premium”). Holders must validly tender and not subsequently validly withdraw their Securities at or prior to the Early Tender Date in order to be eligible to receive the Total Consideration for such Securities purchased in the Tender Offers.

Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw their Securities at or prior to the Early Tender Date will be entitled to receive the Total Consideration, plus accrued and unpaid interest up to, but not including, the applicable Settlement Date (as defined below) if and when such Securities are accepted for payment. Holders who validly tender their Securities after the Early Tender Date but at or prior to the Expiration Date will be entitled to receive only the tender offer consideration equal to the applicable Total Consideration less the Early Tender Premium (the “Tender Offer Consideration”), plus accrued and unpaid interest up to, but not including, the applicable Settlement Date, if and when such Securities are accepted for payment.

Intelsat Jackson reserves the right but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for purchase any Securities validly tendered at or prior to the Early Tender Date (the date of such purchase, the “Early Settlement Date”). The Early Settlement Date will be determined at Intelsat Jackson’s option and is currently expected to occur on the first business day following the Early Tender Date, subject to all conditions to the Tender Offers having been satisfied or waived by Intelsat Jackson. The expected Early Settlement Date is May 26, 2016, unless extended by Intelsat Jackson, assuming all conditions to the Tender Offers have been satisfied or waived by Intelsat Jackson. Irrespective of whether Intelsat Jackson chooses to exercise its option to have an Early Settlement Date, Intelsat Jackson will purchase any remaining Securities that have been validly tendered by the Expiration Date and that it chooses to accept for purchase, subject to the Maximum Payment Amount, the application of the Acceptance Priority Levels and all conditions to the Tender Offers having been satisfied or waived by Intelsat Jackson, on a date immediately following the Expiration Date (the “Final Settlement Date” and each of the Early Settlement Date and Final Settlement Date, a “Settlement Date”). The Final Settlement Date is expected to occur on the first business day following the Expiration Date, subject to all conditions to the Tender Offers having been satisfied or waived by Intelsat Jackson. The expected Final Settlement Date is June 10, 2016, unless extended by Intelsat Jackson, assuming all conditions to the Tender Offers have been satisfied or waived by Intelsat Jackson.

Related Articles: 

Intelsat Promotes Skot Butler to President of Intelsat General Corporation

Intelsat Reports First Quarter 2016 Results

Intelsat Announces Preliminary Fourth Quarter and Full Year 2015 Results