Intelsat, announced that its subsidiary Intelsat Connect Finance S.A. (“Intelsat Connect”) intends to offer $1.0 billion aggregate principal amount of senior notes due 2023 (the “notes”).
Intelsat Connect’s obligations under the notes will be guaranteed by Intelsat Envision Holdings LLC and Intelsat (Luxembourg) S.A., which are indirect wholly-owned subsidiaries of Intelsat and direct or indirect parent companies of Intelsat Connect.
Intelsat Connect expects to use the net proceeds from the sale of the notes and other available cash to fund the redemption and discharge of all $732 million principal amount of the Intelsat Connect outstanding 12.50% Senior Notes due 2022 (the “2022 Senior Notes”) (and/or to fund any private transactions to purchase and cancel the 2022 Senior Notes), to directly or through its subsidiaries purchase (including through a tender offer) or redeem indebtedness of Intelsat Jackson S.A., 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).
The 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.