| | The foregoing tender offers are collectively referred to herein as the “Tender Offers” and the Intelsat Jackson Notes, the Intermediate Holdco Notes and the Intelsat Sub Holdco Notes are collectively referred to herein as the “Notes.” As of the date hereof, Intelsat Jackson, Intermediate Holdco and Intelsat Sub Holdco have collectively received tenders of approximately $1.8 billion aggregate principal amount of the Notes, or approximately 72% of the aggregate principal amount of the outstanding Notes, in connection with the Tender Offers. In connection with each Tender Offer, Intelsat Jackson, Intermediate Holdco and Intelsat Sub Holdco, as applicable, are also soliciting the consent of the holders of the applicable Notes to certain proposed amendments to the indenture governing such Notes, among other things, to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the applicable indentures (collectively, the “Consent Solicitations”). Holders of the Notes who validly tender their Notes at or prior to the Consent Time will be eligible to receive the tender offer consideration applicable to such Notes plus the consent fee of $30 per $1,000 principal amount of Notes, in addition to accrued and unpaid interest on such Notes up to, but not including, the settlement date. The withdrawal deadline relating to each of the Tender Offers occurred at 5:00 p.m., New York City time, on Friday, April 1, 2011. Notes previously tendered and Notes that are tendered after the withdrawal deadline may not be withdrawn, except as required by law. Each of the Tender Offers is scheduled to expire at 11:59 p.m., New York City time, on Friday, April 15, 2011 (the “Expiration Time”), unless extended or earlier terminated. Each of Intelsat Jackson, Intermediate Holdco and Intelsat Sub Holdco has been advised by Global Bondholder Services Corporation, as the Depositary for the Tender Offers and Consent Solicitations, that, as of the date hereof, each of the Consent Solicitations was successful in that consents were delivered and not revoked in respect of at least a majority in aggregate principal amount of each series of the Notes. As a result, each of Intelsat Jackson, Intermediate Holdco and Intelsat Sub Holdco has entered into a supplemental indenture with Wells Fargo Bank, National Association, as trustee, to implement the amendments in respect of each applicable indenture. Upon the terms and conditions described in each Offer to Purchase and Consent Solicitation Statement, payment for Notes accepted for purchase will be made (1) with respect to Notes validly tendered and not validly withdrawn at or prior to the Consent Time, promptly after such acceptance for purchase (which is currently expected to be on or around Tuesday, April 5, 2011) and (2) with respect to Notes validly tendered after the Consent Time but at or before the Expiration Time, promptly after the Expiration Time (which is currently expected to be Monday, April 18, 2011 for each Tender Offer, unless the applicable Tender Offer is extended). |
