Intelsat S.A. announced that its subsidiary, Intelsat (Luxembourg) S.A. intends to offer $1,500,000,000 aggregate principal amount of senior notes due 2021.
Intelsat Luxembourg's obligations under the notes will be guaranteed by Intelsat S.A. The net proceeds from the sale of the notes are expected to be used by Intelsat Luxembourg to redeem $915,000,000 aggregate principal amount of its outstanding 11½/12½% Senior PIK Election Notes due 2017 (the "2017 PIK Notes") in its previously announced redemption on April 5, 2013, to redeem an additional $460,000,000 aggregate principal amount of its outstanding 2017 PIK Notes, to pay related fees and expenses and for general corporate purposes, which may include the repayment, redemption, retirement or repurchase of additional 2017 PIK Notes or other outstanding indebtedness of Intelsat Luxembourg and its subsidiaries.
The notes referred to above will be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (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 jurisdictions outside the United States. The notes will not be registered under the Securities Act and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes referred to above will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the notes.
The notes may therefore not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions.
No prospectus as required by the Directive 2003/71/EC (and the implementing laws and regulations in the relevant member states) has been filed with respect to the notes and therefore no offers of notes may be made in any Member States of the European Economic Area unless made pursuant to an exemption under the Directive 2003/71/EC (and the implementing laws and regulations in the relevant Member States).