Inmarsat -- commencement of an offer to purchase its outstanding senior notes due 2017

LONDON, May 20, 2014 /PRNewswire/ -- Inmarsat Finance plc (the "Company") announced today that it has commenced a tender offer (the "Offer") to repurchase for cash any and all of its outstanding US$850,000,000 7.375% Senior Notes due 2017 (the "Notes").

Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the indenture governing the Notes or in the Offer to Purchase dated May 20, 2014 (the "Offer to Purchase").  The Offer will be made solely by, and subject to terms and conditions set forth in, the Offer to Purchase, which has been sent to the applicable holders of Notes and is also available to such holders directly from the Tender Agent.  The Company notes that there are certain conditions to the completion of the Offer to Purchase, including a financing condition, and offers no assurances that the Offer to Purchase will be completed.

Holders of relevant Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date (5:00 p.m., New York City time, on June 3, 2014) and accepted for purchase will receive the relevant Total Tender Consideration (as set forth below), comprising the relevant Tender Offer Consideration (as set forth below) plus the relevant Early Tender Premium (as set forth below), plus Accrued Interest.

Holders of relevant Notes that are validly tendered and not validly withdrawn after the Early Tender Date but before the Expiration Date (11:59 p.m., New York City time, on June 17, 2014) will receive the relevant Tender Offer Consideration, plus Accrued Interest.

In all cases, Holders of validly tendered Notes will receive accrued and unpaid interest ("Accrued Interest") up to, but not including, the applicable Settlement Date (as defined below).

In the event the Offer is completed, Notes not tendered in the Offer will be redeemed on or about July 7, 2014 at the then applicable redemption price of 103.688% of the principal amount of the Notes (plus accrued and unpaid interest through the date of redemption) in accordance with the terms of the indenture governing the Notes.

 

Title of Security

ISIN / Common Code /

CUSIP Number

Tender Offer

Consideration(1)(2)

Early Tender

Premium(2)

Total Tender

Consideration(1)(2)(3)

$850,000,000 7⅜% Senior Notes due 2017

Regulation S Notes: Common Code 046847865

 

ISIN Number USG47818AB85

 

Rule 144A Notes: Common Code 046847784

 

ISIN Number US45763PAC05

 

CUSIP Number: 45763PAC0

101.05%

3.00%

104.05%

(1) Does not include Accrued Interest.

(2) Percentage of principal amount of Notes paid for Notes validly tendered and accepted for purchase.

(3) Inclusive of Early Tender Premium.

The Offer will expire at 11:59 p.m., New York City time, on June 17, 2014.

D.F. King & Co., Inc. is acting as Information and Tender Agent and Credit Suisse Securities (USA) LLC is acting as Dealer Manager.  The contact details of each of these entities can be found below in this announcement.

 

Transaction Timetable



Date

Calendar Date

Event

Launch Date

May 20, 2014.

The date of launch by the Issuer of the Offer.




Early Tender Date

5:00 p.m., New York City time, on June 3, 2014, unless extended or earlier terminated by the Issuer.

The last date and time for Holders to tender the Notes in order to be eligible to receive the Total Tender Consideration, which includes the Early Tender Premium, plus Accrued Interest




Withdrawal Deadline

5:00 p.m., New York City time, on June 3, 2014, as it may be extended.

The last date and time for Holders to validly withdraw tendered Notes.




Initial Settlement Date

The business day the Issuer selects following the Early Tender Date, which will be on the date of, or promptly following, the satisfaction or waiver of the relevant conditions to the Offer

On the Initial Settlement Date, the Issuer will deliver to the relevant Clearing System the amount of cash necessary to pay each tendering Holder of such Notes the Total Tender Consideration in respect of such Notes, plus Accrued Interest up to, but not including, the Initial Settlement Date.




Expiration Date

11:59 p.m., New York City time, on June 17, 2014, unless extended or earlier terminated by the Issuer.

The last date and time for Holders to tender the Notes in order to be eligible to receive the Tender Offer Consideration and Accrued Interest.




Final Settlement Date

Promptly following the Expiration Date.  The Final Settlement Date is expected to be June 18, 2014, unless a later date is specified by the Issuer.

Any Holders who have tendered their Notes after the Early Tender Date, but on or prior to the Expiration Date, shall receive payment of the cash necessary to pay each tendering Holder of such Notes the Tender Offer Consideration in respect of such Notes, plus Accrued Interest up to, but not including, the Final Settlement Date, from the proceeds of the Satisfaction and Discharge Account.

Participating in the Offer

A holder or beneficial owner wishing to participate in the Offer to Purchase must tender its Notes in accordance with the customary procedures of Euroclear, Clearstream or DTC, as the case may be. DTC Participants who hold Notes either for themselves or for the ultimate beneficial owners may tender their Notes using the Automated Tender Offer Program of DTC as described in the Offer to Purchase.  Holders and beneficial owners should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in the Offer to Purchase and, if so, they should follow those deadlines.

For further information:

A complete description of the terms and conditions of the Offer to Purchase are set out in the Offer to Purchase.  Further details on the transaction can be obtained from:

The Dealer Manager:

Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

The Information and Tender Agent:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

 

By Regular, Registered or Certified Mail,
By Overnight Courier or By Hand

 

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 488-8095

 

By Facsimile:
(For Eligible Institutions only)
(212) 809-8838
Attn: Elton Bagley


Confirmations:
(212) 493-6996

 

LEGAL NOTICES

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this announcement constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those projected in the forward-looking statements. These factors include: general economic and business conditions; changes in technology; timing or delay in signing, commencement, implementation and performance of programmes, or the delivery of products or services under them; structural change in the satellite industry; relationships with customers; competition; and ability to attract personnel. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this announcement. We undertake no obligation to update or revise any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances.

Offer Restrictions

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offer are not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the U.K. Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or creditors of the Company within the meaning of Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons").  This announcement must not be acted on or relied on by persons who are not relevant persons.  The Offer to which this document relates is being made only to relevant persons and will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on this announcement or any of its content.  This announcement must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person.

General

This announcement and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Company in such jurisdictions.

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase.  This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer.  If any Holder of Notes is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender its notes in the Offer.  None of the Company, the Information and Tender Agent, the Dealer Manager or any trustee under the indenture makes any recommendation whether a holder of Notes should tender its notes in the Offer.

Any deadlines set by any intermediary or clearing system will be earlier than the deadlines specified in the Offer to Purchase.

This announcement contains important information which should be read carefully before any decision is made with respect to the Offer (as defined below) and must be read in conjunction with the Offer to Purchase (as defined below). Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to tender their Notes in accordance with the customary procedures of Euroclear, Clearstream or DTC, as applicable. Any noteholder who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Offer including, without limitation, the tax consequences thereof. This announcement is being made by Inmarsat Finance plc having its registered office at 99 City Road, London EC1Y 1AX, United Kingdom.

 

SOURCE Inmarsat Finance plc



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