UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2010.
Commission File No. 333-08880
MEXICAN SATELLITES, a Mexican Company of Variable Capital
(Translation of registrant’s name into English)
SATÉLITES MEXICANOS, S.A. DE C.V.
Paseo de la Reforma No. 222, Piso 20 y 21
Col. Juárez
06600, México, D.F.
Mexico
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-Fþ Form 40-Fo
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also hereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yeso Noþ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ____________
Satélites Mexicanos, S.A. de C.V., aSociedad Anónima de Capital Variable(“Satmex”), entered into an Amendment and Limited Waiver Agreement, dated as of May 7, 2010 (the “Waiver Agreement”), by and among Satmex, the Guarantors (as defined therein), U.S. Bank National Association, in its capacity as indenture trustee under the First Priority Indenture referenced therein (the First Priority Indenture”), HSBC Bank USA, National Association, in its capacity as collateral trustee under the First Priority Collateral Trust Agreement referenced in the First Priority Indenture, Wells Fargo Bank, National Association, as trustee and principal paying agent under the Second Priority Indenture referenced therein (the “Second Priority Indenture”) and as collateral trustee under the Second Priority Collateral Trust Agreement referenced in the Second Priority Indenture, and holders of a majority of each of its First Priority Senior Secured Notes due 2011 (the “First Priority Notes”) and Second Priority Senior Secured Notes due 2013 (the “Second Priority Notes”).
The Waiver Agreement provides for waivers of certain covenants under the indentures governing the First Priority Notes and the Second Priority Notes and allowed Satmex to enter into a definitive construction agreement with Space Systems/Loral, Inc. for the design and construction of a new, 64 transponder, C- and Ku- band satellite, Satmex 8 and a satellite launch agreement for Satmex 8, and to make up to U.S.$100,000,000 of cash payments in connection therewith.
The Waiver Agreement also provides for an increase in the interest rate payable on the First Priority Notes from LIBOR plus 8.75% to LIBOR plus 9.25%, with further potential increases upon the occurrence of certain events, including the failure by Satmex to enter into an agreement for the sale of all or substantially all of its assets or capital stock prior to May 30, 2010. As announced by Satmex in its Form 6-K filed with the Securities and Exchange Commission on June 2, 2010, as of May 30, 2010, Satmex had not entered into such an agreement, and Satmex is not currently engaged in active negotiations with respect to any such sale. Therefore, as of May 30, 2010, the interest rate on Satmex’s First Priority Notes increased to 10.50%, plus the greater of (x) LIBOR and (y) 1.50%.
Based upon the LIBOR rate currently in effect for the First Priority Notes, the effective interest rate on the First Priority Notes for the period beginning on May 30, 2010 and ending on June 30, 2010 is 12%. In connection with the interest rate increase on the First Priority Notes, Satmex made a payment on Wednesday, June 2, 2010, in the amount of $374,408.58 to the holders of the First Priority Notes, as required by the Waiver Agreement.
The Waiver Agreement is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Exhibit 4.1 The Amendment and Limited Waiver Agreement, dated as of May 7, 2010 (the “Waiver Agreement”), by and among Satélites Mexicanos, S.A. de C.V. (“Satmex”), the Guarantors (as defined therein), U.S. Bank National Association, in its capacity as indenture trustee under the First Priority Indenture referenced therein (the First Priority Indenture”), HSBC Bank USA, National Association, in its capacity as collateral trustee under the First Priority Collateral Trust Agreement referenced in the First Priority Indenture, Wells Fargo Bank, National Association, as trustee and principal paying agent under the Second Priority Indenture referenced therein (the “Second Priority Indenture”) and as collateral trustee under the Second Priority Collateral Trust Agreement referenced in the Second Priority Indenture, and holders of a majority of each of Satmex’s First Priority Senior Secured Notes due 2011 and Second Priority Senior Secured Notes due 2013.*
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| * | | Portions of this exhibit have been omitted pursuant to Satmex’s Confidential Treatment Request, submitted to the Securities and Exchange Commission on the date of the filing of this Form 6-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 11, 2010
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| | Satélites Mexicanos, S.A. de C.V.
(Registrant)
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| | By: | /s/ Pablo Manzur y Bernabéu | |
| | | Name: | Pablo Manzur y Bernabéu | |
| | | Title: | General Counsel | |
EXHIBIT INDEX
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| Exhibit Number | | Document |
| | 99.1 | | | The Amendment and Limited Waiver Agreement, dated as of May 7, 2010 (the “Waiver Agreement”), by and among Satélites Mexicanos, S.A. de C.V. (“Satmex”), the Guarantors (as defined therein), U.S. Bank National Association, in its capacity as indenture trustee under the First Priority Indenture referenced therein (the First Priority Indenture”), HSBC Bank USA, National Association, in its capacity as collateral trustee under the First Priority Collateral Trust Agreement referenced in the First Priority Indenture, Wells Fargo Bank, National Association, as trustee and principal paying agent under the Second Priority Indenture referenced therein (the “Second Priority Indenture”) and as collateral trustee under the Second Priority Collateral Trust Agreement referenced in the Second Priority Indenture, and holders of a majority of each of Satmex’s First Priority Senior Secured Notes due 2011 and Second Priority Senior Secured Notes due 2013.* |
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| * | | Portions of this exhibit have been omitted pursuant to Satmex’s Confidential Treatment Request, submitted to the Securities and Exchange Commission on the date of the filing of this Form 6-K. |
