Intelsat Jackson Holdings S.A. Senior Notes Offering
On June 6, 2019, Intelsat S.A. (“Intelsat”) issued a press release announcing that Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), an indirect wholly-owned subsidiary of Intelsat, intends to offer an additional $300 million aggregate principal amount of 9.750% senior notes due 2025 (the “Notes”) in a new private offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein. The Notes will be issued pursuant to an indenture dated July 5, 2017, among Intelsat Jackson, as issuer, the guarantors party thereto, and U.S. Bank National Association, as trustee (the “Indenture”). Intelsat Jackson had previously issued $1,500 million aggregate principal amount of the Notes under the Indenture (the “Existing Notes”). The Notes constitute a further issuance of, and will be fungible with, the Existing Notes (except for any Notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) for a period of 40 days after the issue date) and will be treated as a single series of securities for all purposes under the Indenture.
The information contained in this Report on Form6-K shall be deemed to be incorporated by reference into the confidential offering memorandum of Intelsat Jackson, dated June 6, 2019, with respect to the Notes.
Intelsat Safe Harbor Statement
Statements in this Report on Form6-K constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. When used in this document, 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, 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, market conditions, potential judicial decisions regarding our compliance with our debt agreements and the risks described in Intelsat’s annual report on Form20-F for the year ended December 31, 2018, and its other filings with the U.S. Securities and Exchange Commission.
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.
The Notes referred to above will be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant
