Intelsat Announces Pricing of Concurrent Offerings of Common Shares and Convertible Notes
June 11 2018 - 9:29PM
Business Wire
Intelsat S.A. (NYSE:I) today announced that it has priced its
previously announced offering of 13,477,089 common shares, nominal
value $0.01 per share (plus up to an additional 2,021,563 common
shares potentially issuable pursuant to an option to purchase
additional shares) at US$14.84 per common share. Intelsat has also
priced its previously announced concurrent offering of US$350
million aggregate principal amount of 4.50% convertible senior
notes due 2025 (the “notes”) (plus up to an additional US$52.5
million aggregate principal amount of notes pursuant to an option
to purchase additional notes) in a private offering to qualified
institutional buyers pursuant to Rule 144A under the U.S.
Securities Act of 1933. The offering of common shares is expected
to close on June 14, 2018. The offering of the notes is expected to
close on June 18, 2018. The offerings are each subject to customary
closing conditions. The note offering was upsized from an initially
announced aggregate principal amount of US$300 million.
The notes will be convertible into common shares under specified
circumstances, subject to Intelsat’s option to cash settle such
conversions in whole or in part. The initial conversion rate will
be 55.0085 common shares per US$1,000 principal amount of the notes
(equivalent to an initial conversion price of approximately
US$18.18 per common share), subject to adjustments under specified
circumstances. The initial conversion price for the notes
represents a conversion premium of approximately 22.5% over the
common share offering price. The notes will accrue interest at an
annual rate of 4.50%, payable semiannually in arrears on June 15
and December 15 of each year, beginning December 15, 2018. The
notes will mature on June 15, 2025, unless earlier repurchased,
redeemed or converted in accordance with their terms prior to such
date.
The closing of the note offering is not contingent upon the
closing of the common share offering, and the closing of the common
share offering is not contingent upon the closing of the note
offering.
Goldman Sachs & Co. LLC and Morgan Stanley are acting as
joint book-running managers for the common share offering.
Intelsat currently expects that it will loan and/or contribute
all or a portion of the net proceeds from the note offering and the
common share offering to Intelsat Envision Holdings LLC, a new
wholly-owned subsidiary of Intelsat (Luxembourg) S.A. (“Intelsat
Luxembourg”) that will become the direct parent company to Intelsat
Connect Finance S.A. and will guarantee Intelsat S.A.’s new
convertible senior notes. Intelsat currently expects that it will
use such net proceeds to purchase, by way of tender offer, open
market purchases, and/or other means, the 7¾% Senior Notes due 2021
of Intelsat Luxembourg. If Intelsat is not able to purchase such
notes at acceptable prices, Intelsat may seek to utilize such net
proceeds for other general corporate purposes, including without
limitation the purchase, redemption or repayment otherwise of other
indebtedness of Intelsat Luxembourg or of Intelsat Connect Finance
S.A.
Intelsat has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission for the
common share offering. Investors in the common share offering are
advised to read the prospectus in that registration statement, the
related prospectus supplement and other documents Intelsat has
filed with the SEC for more complete information about Intelsat and
the common share offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
Intelsat, any underwriter or any dealer participating in the common
share offering will arrange to send you the prospectus and related
prospectus supplement if you request them by calling toll-free
1-866-471-2526.
The notes have been offered solely to qualified institutional
buyers pursuant to Rule 144A under the Securities Act. The notes
and the common shares deliverable upon conversion of the notes have
not been and will not be registered under the Securities Act or the
securities laws of any other jurisdiction, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes or the common shares
deliverable upon conversion of the notes, nor will there be any
sale of the notes or the common shares deliverable upon conversion
of the notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Intelsat Safe Harbor Statement
Statements in this news release, including statements regarding
the note offering and the common share offering, constitute
“forward-looking statements” that do not directly or exclusively
relate to historical facts. When used in this release, the words
“may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,”
“project,” “believe,” “estimate,” “predict,” “intend,” “potential,”
“outlook,” and “continue,” and the negative of these terms, and
other similar expressions are intended to identify forward-looking
statements and information. The forward-looking statements reflect
Intelsat’s intentions, plans, expectations, anticipations,
projections, estimations, predictions, outlook, assumptions and
beliefs about future events and are subject to risks, uncertainties
and other factors, many of which are outside of Intelsat’s control.
Important factors that could cause actual results to differ
materially from the expectations expressed or implied in the
forward-looking statements include known and unknown risks. Known
risks include, among others, the risks described in Intelsat’s
annual report on Form 20-F for the year ended December 31, 2017,
and its other filings with the U.S. Securities and Exchange
Commission and risks and uncertainties related to our ability to
consummate the note offering and the common share offering.
Because actual results could differ materially from Intelsat’s
intentions, plans, expectations, anticipations, projections,
estimations, predictions, assumptions and beliefs about the future,
you are urged to view all forward-looking statements with caution.
Intelsat does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20180611006326/en/
IntelsatDianne VanBeberVice President, Investor
Relations+1-703-559-7406 (o)+1-703-627-5100
(m)dianne.vanbeber@intelsat.com
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