SPOT Spotify Technology SA

PanAmSat Announces Receipt of Consents and Tenders for Over 99% of Its 8 - 1/2% Senior Notes due 2012 and Tenders for Over 91% of Its 6 - 1/8% Notes due 2005 WILTON, Conn., July 28 /PRNewswire-FirstCall/ -- PanAmSat Corporation (the "Company" or "PanAmSat") (NASDAQ:SPOT) announced today receipt of consents and tenders for over 99% of the principal amount of outstanding 8 - 1/2% Senior Notes due 2012 ("8 - 1/2% Notes"), as of 5 p.m., New York City time, on July 27, 2004 (the "Consent Payment Deadline") and tenders for over 91% of the principal amount of outstanding 6 - 1/8% Notes due 2005 ("6 - 1/8% Notes"), as of 5 p.m., New York City time, on July 27, 2004 (the "Early Tender Deadline"). The Company announced that it has extended the expiration time for the Offers (as defined below) to 5:00 p.m., New York City time, on August 18, 2004 and that it will also pay the consent payment to all holders of 8 - 1/2% Notes who validly tender their 8 - 1/2% Notes prior to 5:00 p.m., New York City time, on August 18, 2004 and the early tender premium to all holders of 6 - 1/8% Notes who validly tender their 6 - 1/8% Notes prior to 5:00 p.m., New York City time, on August 18, 2004. The price determination date for the Offers will still be the tenth business day immediately preceding the expiration date (currently August 4, 2004, unless the expiration date is extended). The 8 - 1/2% Notes were tendered pursuant to an Offer to Purchase and Consent Solicitation Statement (the "8 - 1/2% Notes Offer to Purchase") dated July 14, 2004, which more fully sets forth the terms and conditions of the cash tender offer (and related consent solicitation) to purchase any and all of the $800 million outstanding principal amount of the 8 - 1/2% Notes (the "8 - 1/2% Notes Tender Offer"). These consents and tenders may not be validly withdrawn unless the Company reduces the amount of the purchase price, the consent payment or the principal amount of the 8 - 1/2% Notes subject to the 8 - 1/2% Notes Tender Offer or is otherwise required by law to permit withdrawal. The 8 - 1/2% Notes Tender Offer has been extended to expire at 5:00 p.m., New York City time, on August 18, 2004 (unless such date is extended) and is conditioned upon, among other things, a minimum tender of at least a majority of the aggregate principal amount of the 8 - 1/2% Notes outstanding, a requisite consent condition and the satisfaction of all conditions precedent to the sale of PanAmSat to affiliates of Kohlberg Kravis Roberts & Co., The Carlyle Group and Providence Equity Partners, Inc. (the "Acquisition") (other than the condition relating to the receipt of sufficient consents in the 8 - 1/2% Notes Tender Offer). Based upon the receipt of tenders and consents as of the Consent Payment Deadline, the minimum tender condition and requisite consent condition would have been satisfied. Additional information regarding the Acquisition and the related transactions can be found in the Company's Securities and Exchange Commission filings. As a result of the receipt of the requisite consents as of the Consent Payment Deadline, PanAmSat and The Bank of New York, the trustee under the indenture pursuant to which the 8 - 1/2% Notes were issued (the "Indenture"), will execute a supplemental indenture to the Indenture in order to effect the proposed amendments to the 8 - 1/2% Notes and the Indenture, as provided in the 8 - 1/2% Notes Offer to Purchase. However, the amendments will not become operative with respect to the 8 - 1/2% Notes and the Indenture until immediately prior to the Merger, as defined in the 8 - 1/2% Notes Offer to Purchase. The 6 - 1/8% Notes were tendered pursuant to an Offer to Purchase (the "6 - 1/8% Notes Offer to Purchase") dated July 14, 2004, which more fully sets forth the terms and conditions of the cash tender offer to purchase any and all of the $275 million outstanding principal amount of the 6 - 1/8% Notes (the "6 - 1/8% Notes Tender Offer" and, together with the 8 - 1/2% Notes Tender Offer, the "Offers"). These tenders may not be validly withdrawn unless the Company reduces the amount of the purchase price, the early tender premium or the principal amount of the 6 - 1/8% Notes subject to the 6 - 1/8% Notes Tender Offer or is otherwise required by law to permit withdrawal. The 6 - 1/8% Notes Tender Offer has been extended to expire at 5:00 p.m., New York City time, on August 18, 2004 (unless such date is extended) and is conditioned upon, among other things, the satisfaction of all conditions precedent to the Acquisition. Citigroup Global Markets Inc. is acting as dealer manager and solicitation agent for the 8 - 1/2% Notes Tender Offer. The information agent for the 8 - 1/2% Notes Tender Offer is Global Bondholder Services Corporation. The tender agent for the 8 - 1/2% Notes Tender Offer is The Bank of New York. Questions regarding the 8 - 1/2% Notes Tender Offer may be directed to Citigroup Global Markets Inc., telephone number (800) 558-3745 (toll free) and (212) 723-6106 (call collect). Requests for copies of the 81/2% Notes Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation, telephone number (866) 952-2200 (toll free) and (212) 430-3774. Citigroup Global Markets Inc. is acting as dealer manager for the 6 - 1/8% Notes Tender Offer. The information agent for the 6 - 1/8% Notes Tender Offer is Global Bondholder Services Corporation. The tender agent for the 6 - 1/8% Notes Tender Offer is JPMorgan Chase Bank. Questions regarding the 6 - 1/8% Notes Tender Offer may be directed to Citigroup Global Markets Inc., telephone number (800) 558-3745 (toll free) and (212) 723-6106 (call collect). Requests for copies of the 6 - 1/8% Notes Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation, telephone number (866) 952-2200 (toll free) and (212) 430-3774. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the 8 - 1/2% Notes or the 6 - 1/8% Notes nor is this announcement an offer or solicitation of an offer to sell any securities. The 8 - 1/2% Notes Tender Offer and 6 - 1/8% Notes Tender Offer are made solely by means of the 8 - 1/2% Notes Offer to Purchase and 6 - 1/8% Notes Offer to Purchase, respectively. Through its owned and operated fleet of 24 satellites, PanAmSat is a leading global provider of video, broadcasting and network distribution and delivery services. In total, the Company's in-orbit fleet is capable of reaching over 98 percent of the world's population through cable television systems, broadcast affiliates, direct-to-home operators, Internet service providers and telecommunications companies. In addition, PanAmSat supports the largest concentration of satellite-based business networks in the U.S., as well as specialized communications services in remote areas throughout the world. This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as "will," "expect," "believe," "continue," and "grow," as well as similar comments, are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward- looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by the Company's management that, although the Company believes to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. Factors that could cause actual results to differ materially from the Company's expectations include general business and economic conditions, competitive factors, and fluctuations in demand. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law. Please refer to the Company's Securities and Exchange Commission filings for further information. DATASOURCE: PanAmSat Corporation CONTACT: Kathryn Lancioni, PanAmSat Corporation, +1-646-293-7415 Web site: http://www.panamsat.com/

Copyright