The 2027 Notes are guaranteed (“2027 Guarantees”) on a senior
secured basis by each of the Company’ existing and future
subsidiaries that guarantees the 2023 Notes and the Syndicated
Credit Facility (“Guarantors”). The 2027 Notes are secured, equally
and ratably with the 2023 Notes, the Syndicated Credit Facility and
any future first lien debt, by liens on the same assets that secure
the Revolving Credit Facility and the Term Loan B.
The 2027 Notes and the 2027 Guarantees are the Company’s general
senior secured obligations and rank equally in right of payment
with all of the Company’s and the Guarantors’ existing and future
unsubordinated debt (including the 2023 Notes and the Syndicated
Credit Facility). The 2027 Notes and the 2027 Guarantees are
effectively senior to all of the Company’s and the Guarantors’
existing and future unsecured debt as well as to all of any
permitted junior lien debt that may be incurred in the future, in
each case to the extent of the value of the assets securing the
2027 Notes and the 2027 Guarantees. The 2027 Notes and the 2027
Guarantees are effectively subordinated to any obligations that are
secured by liens on assets that do not constitute a part of the
collateral securing the 2027 Notes or the 2027 Guarantees, are
structurally subordinated to all existing and future liabilities
(including trade payables) of the Company’s subsidiaries that do
not guarantee the 2027 Notes, and are senior in right of payment to
all of the Company’s and the Guarantors’ existing and future
subordinated indebtedness.
The indenture governing the 2027 Notes limits, among other things,
the Company’s and the Company’s restricted subsidiaries’ ability
to: incur, assume or guarantee additional debt; issue redeemable
stock and preferred stock; pay dividends, make distributions or
redeem or repurchase capital stock; prepay, redeem or repurchase
subordinated debt; make loans and investments; grant or incur
liens; restrict dividends, loans or asset transfers from restricted
subsidiaries; sell or otherwise dispose of assets; enter into
transactions with affiliates; reduce the Company’s satellite
insurance; and consolidate or merge with, or sell substantially all
of the Company’s assets to, another person.
The 2027 Notes may be redeemed, in whole or in part, at any time
during the 12 months beginning on June 25, 2024, at a redemption
price of 105.655%, during the 12 months beginning on June 25, 2025,
at a redemption price of 103.770%, and at any time on or after June
25, 2026, at a redemption price of 101.885%, in each case plus
accrued and unpaid interest, if any, thereon to the redemption
date. The Company may also redeem the 2027 Notes, in whole or in
part, at the Company’s option at any time prior to June 25, 2024,
at a price equal to 100% of the principal amount of such 2027 Notes
plus a “make-whole” premium, together with accrued but unpaid
interest, if any, to, but excluding, the date of redemption. In
addition, the Company may redeem up to 40% of the aggregate
principal amount of the 2027 Notes at any time before June 25,
2024, with the net cash proceeds from certain equity offerings at a
specified redemption price, plus accrued and unpaid interest, if
any, to, but excluding, the date of redemption.
In the event a change of control occurs (as defined in the
indenture governing the 2027 Notes), each holder will have the
right to require us to repurchase all or any part of such holder’s
2027 Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of the 2027 Notes repurchased, plus
accrued and unpaid interest, if any, to the date of purchase
(subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment
date).