UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
July 3, 2006
Date of Report (Date of earliest event reported)
INTELSAT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-22531 95-4607698
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(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
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3400 International Drive, N.W.
Washington, D.C. 20008
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(Address of principal executive (Zip Code)
offices)
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Registrant's telephone number, including area code: (202) 944-6800
PANAMSAT CORPORATION
20 Westport Road,
Wilton, Connecticut 06897
(Former Name and Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEMS 1.01, 1.02, 2.03, AND 5.01.
ACQUISITION BY INTELSAT (BERMUDA), LTD.
On July 3, 2006, Intelsat (Bermuda), Ltd. ("INTELSAT BERMUDA") completed
the previously announced acquisition (the "ACQUISITION") of PanAmSat Holding
Corporation ("PANAMSAT HOLDCO"), pursuant to a Merger Agreement, dated as of
August 28, 2005, by and among Intelsat Bermuda, Proton Acquisition Corporation
and PanAmSat HoldCo (the "MERGER AGREEMENT"). Pursuant to the Merger Agreement,
Proton Acquisition Corporation merged with and into PanAmSat HoldCo, with
PanAmSat HoldCo surviving the merger, and each share of common stock of PanAmSat
HoldCo was converted into the right receive $25.00, plus approximately $0.00927
in respect of a pro rata quarterly dividend, in cash without interest.
The Acquisition was financed by an issuance by Intelsat Bermuda of senior
notes due 2013 and 2016 in an aggregate principal amount of $2.34 billion (the
"INTELSAT NOTES"), a $600 million borrowing by Intelsat Bermuda under a Senior
Bridge Loan Credit Agreement, dated as of July 3, 2006, among Intelsat Bermuda,
various lending institutions and Deutsche Bank AG Cayman Islands Branch, as
Administrative Agent (the "INTELSAT BRIDGE FACILITY"), an issuance by PanAmSat
Corporation, a wholly owned subsidiary of PanAmSat HoldCo ("PANAMSAT OPCO"), of
9% Senior Notes due 2016 in an aggregate principal amount of $575 million (the
"PANAMSAT NOTES"), and cash on hand at Intelsat Bermuda, PanAmSat OpCo and their
respective affiliates.
As a result of the completion of the Acquisition, PanAmSat HoldCo (which,
in connection with the Merger, was renamed Intelsat Holding Corporation and will
hereafter be referred to as Intelsat Holding Corporation) became 100% owned by
Intelsat Bermuda. The foregoing brief summary is qualified in its entirety by
reference to the Merger Agreement included as Exhibit 99.1 hereto and
incorporated herein by reference.
CERTIFICATE OF INCORPORATION AND BYLAWS
Following the issuance of the PanAmSat Notes and the completion of the
Acquisition, the certificate of incorporation of PanAmSat OpCo was amended to
change the name of PanAmSat OpCo to "Intelsat Corporation" (and PanAmSat OpCo
will hereafter be referred to as Intelsat Corporation). Pursuant to the Merger
Agreement, the By-Laws of Intelsat Corporation were amended and restated. In
addition, the By-Laws of Intelsat Corporation were amended to create a Security
Committee of the Board of Directors of Intelsat Corporation.
The amendment to the Certificate of Incorporation of Intelsat Corporation
and the Amended and Restated By-Laws of Intelsat Corporation are attached hereto
as Exhibit 3.1 and 3.2, respectively.
ISSUANCE OF PANAMSAT NOTES
On July 3, 2006, Intelsat Corporation issued the PanAmSat Notes. Also on
July 3, 2006, Intelsat Bermuda issued the Intelsat Notes. The net proceeds from
these offerings were used, together with cash on hand and a borrowing by
Intelsat Bermuda under the Intelsat Bridge Facility, to consummate the
Acquisition and to fund a tender offer for Intelsat Holding Corporation's 10
3/8% Senior Discount Notes due 2014. The Indenture dated as of July 3, 2006
pursuant to which the PanAmSat Notes were issued (the "INDENTURE") is attached
hereto as Exhibit 4.1 and incorporated herein by reference.
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The Indenture contains covenants which, among other things: limit Intelsat
Corporation's ability and the ability of its restricted subsidiaries to incur or
guarantee additional debt or issue disqualified stock or preferred stock; pay
dividends or make other equity distributions; repurchase or redeem capital
stock; make investments or other restricted payments; create liens; sell assets
or consolidate or merge with or into other companies; and engage in transactions
with affiliates.
The Indenture also contains events of default with respect to: defaults in
any payment of interest on any note when due continues for 30 days; defaults in
the payment of principal when due; subject to certain exceptions, the failure by
Intelsat Corporation or any of its restricted subsidiaries to comply for 60 days
after notice with its other agreements contained in the PanAmSat Notes or the
Indenture; the failure by Intelsat Corporation or any significant subsidiary to
pay certain indebtedness when due within any applicable grace period after final
maturity or the acceleration of any such indebtedness by the holders thereof
because of a default, in each case, if the total amount of such indebtedness
unpaid or accelerated exceeds $50 million; certain events of bankruptcy,
insolvency or reorganization of Intelsat Corporation or a significant
subsidiary; or any guarantee of a significant subsidiary which ceases to be in
full force and effect.
The PanAmSat Notes are redeemable on the dates, at the redemption prices
and in the manner specified in the Indenture.
Intelsat Corporation agreed pursuant to a registration rights agreement
(the "REGISTRATION RIGHTS AGREEMENT") to make an offer to exchange the PanAmSat
Notes for registered, publicly tradable notes that have substantially identical
terms as the PanAmSat Notes. The Registration Rights Agreement, dated as of July
3, 2006, is attached hereto as Exhibit 4.2 and incorporated herein by reference.
AMENDMENT AND RESTATEMENT OF CREDIT FACILITY
In connection with the Acquisition, Intelsat Corporation entered into an
Amendment Agreement, dated as of July 3, 2006, with Citicorp USA, Inc., as
Administrative Agent, the lenders named therein, Citigroup Global Markets Inc.,
as Joint Lead Arranger and Joint Bookrunner, Deutsche Bank Securities Inc., as
Joint Lead Arranger and Joint Bookrunner, Credit Suisse Securities (USA) LLC, as
Joint Lead Arranger and Joint Bookrunner, Credit Suisse, Cayman Islands Branch
as Syndication Agent and Lehman Brothers Inc. as Joint Lead Arranger and Joint
Bookrunner (the "AMENDMENT AGREEMENT").
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The Amendment Agreement sets forth the terms pursuant to which the parties
thereto agreed to amend and restate, effective on July 3, 2006 immediately after
the Acquisition (as so amended and restated, the "JULY 2006 AMENDED AND RESTATED
CREDIT AGREEMENT"), Intelsat Corporation's Credit Agreement dated as of August
20, 2004, as previously amended and restated as of March 22, 2005 (the "MARCH
2005 AMENDED AND RESTATED CREDIT AGREEMENT"). The July 2006 Amended and Restated
Credit Agreement renews and extends the credit facilities provided under the
March 2005 Amended and Restated Credit Agreement.
The July 2006 Amended and Restated Credit Agreement provides credit
facilities in an aggregate principal amount of $1,991,010,000, consisting of a
$355,910,000 Tranche A-3 Term Loan with a six year maturity, a $1,635,100,000
Tranche B-2 Term Loan with a seven and one-half year maturity, and a $250
million Revolving Credit facility with a six-year maturity. Up to $150 million
of the revolving credit facility is available for issuance of letters of credit.
Additionally, up to $35 million of the revolving credit facility is available
for swingline loans. Both the face amount of any outstanding letters of credit
and any swing line loans reduce availability under the revolving credit facility
on a dollar for dollar basis. The revolving credit facility is available on a
revolving basis during the period beginning on the Amendment Effective Date and
the initial funding of the credit facilities and terminating six years later.
Proceeds of the loans made by the Lenders under the July 2006 Amended and
Restated Credit Agreement on July 3 2006 were applied in satisfaction of
obligations under the March 2005 Amended and Restated Credit Agreement.
Interest rates under the July 2006 Amended and Restated Credit Agreement
range from LIBOR plus 2.125 % to LIBOR plus 2.875% or ABR plus 1.125% to ABR
plus 1.875%, depending on certain financial measures.
Obligations under the July 2006 Amended and Restated Credit Agreement
continue to be guaranteed by certain subsidiaries and secured by a perfected
first priority security interest to the extent legally permissible in
substantially all of the borrower's and the guarantors' tangible and intangible
assets, with certain agreed exceptions, as was the case with the March 2005
Amended and Restated Credit Agreement.
The Amendment Agreement is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The July 2006 Amended and Restated Credit Agreement is
attached hereto as Exhibit 10.2 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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EXHIBIT NO. DOCUMENT DESIGNATION
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3.1 Certificate of Amendment to Certificate of Incorporation of
Intelsat Corporation.
3.2 Amended and Restated Bylaws of Intelsat Corporation.
4.1 Indenture for the 9% Senior Notes due 2016, dated as of July
3, 2006, by and among PanAmSat Corporation, as Issuer, the
Subsidiary Guarantors named therein and Wells Fargo Bank,
National Association, as Trustee (incorporated by reference
to Exhibit 4.1 of Intelsat Holding Corporation's Form 8-K
filed July 10, 2006).
4.2 Registration Rights Agreement for the 9% Senior Notes due
2016, dated as of July 3, 2006, by and among PanAmSat
Corporation, the Subsidiary Guarantors and Deutsche Bank
Securities Inc., Lehman Brothers Inc., Credit Suisse
Securities (USA) LLC, Citigroup Global Markets Inc., and
Merrill Lynch, Pierce, Fenner Smith Incorporated as
Representatives of the Initial Purchasers named therein
(incorporated by reference to Exhibit 4.2 of Intelsat
Holding Corporation's Form 8-K filed July 10, 2006).
10.1 Amendment Agreement, dated as of July 3, 2006, by and among
PanAmSat Corporation, Citicorp USA, INC., as Administrative
Agent, the lenders named therein, Citigroup Global Markets
Inc., as Joint Lead Arranger and Joint Bookrunner, Deutsche
Bank Securities Inc., as Joint Lead Arranger, Joint
Bookrunner, Credit Suisse Securities (USA) LLC, as Joint
Lead Arranger and Joint Bookrunner, Credit Suisse, Cayman
Islands Branch as Syndication Agent and Lehman Brothers Inc.
as Joint Lead Arranger and Joint Bookrunner (incorporated by
reference to Exhibit 10.1 of Intelsat Holding Corporation's
Form 8-K filed July 10, 2006).
10.2 Credit Agreement, dated as of August 20, 2004, as amended
and restated as of March 22, 2005, as further amended and
restated as of July 3, 2006, among PanAmSat Corporation, (to
be renamed Intelsat Corporation on the Amendment Effective
Date), as the Borrower, the several lenders party thereto,
Citicorp USA, INC., as Administrative Agent Credit Suisse,
Cayman Islands Branch, as Syndication Agent and Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., Credit
Suisse Securities (USA) LLC And Lehman Brothers Inc., as
Joint Lead Arrangers and Joint Bookrunners (incorporated by
reference to Exhibit 10.2 of Intelsat Holding Corporation's
Form 8-K filed July 10, 2006).
99.1 Merger Agreement, dated as of August 28, 2005, by and
between Intelsat (Bermuda), Ltd., Proton Acquisition
Corporation and PanAmSat Holding Corporation (incorporated
by reference to Exhibit 2.1 of Intelsat, Ltd.'s Form 8-K
filed on August 30, 2005).
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SIGNATURE
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 hereunto duly authorized.
Dated: July 10, 2006
INTELSAT CORPORATION
By: /s/ Phillip L. Spector
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Name: Phillip L. Spector
Title: General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESIGNATION
3.1 Certificate of Amendment to Certificate of Incorporation of Intelsat
Corporation.
3.2 Amended and Restated Bylaws of Intelsat Corporation.
4.1 Indenture for the 9% Senior Notes due 2016, dated as of July 3,
2006, by and among PanAmSat Corporation, as Issuer, the Subsidiary
Guarantors named therein and Wells Fargo Bank, National Association,
as Trustee (incorporated by reference to Exhibit 4.1 of Intelsat
Holding Corporation's Form 8-K filed July 10, 2006).
4.2 Registration Rights Agreement for the 9% Senior Notes due 2016,
dated as of July 3, 2006, by and among PanAmSat Corporation, the
Subsidiary Guarantors and Deutsche Bank Securities Inc., Lehman
Brothers Inc., Credit Suisse Securities (USA) LLC, Citigroup Global
Markets Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
as Representatives of the Initial Purchasers named therein
(incorporated by reference to Exhibit 4.2 of Intelsat Holding
Corporation's Form 8-K filed July 10, 2006).
10.1 Amendment Agreement, dated as of July 3, 2006, by and among PanAmSat
Corporation, Citicorp USA, INC., as Administrative Agent, the
lenders named therein, Citigroup Global Markets Inc., as Joint Lead
Arranger and Joint Bookrunner, Deutsche Bank Securities Inc., as
Joint Lead Arranger, Joint Bookrunner, Credit Suisse Securities
(USA) LLC, as Joint Lead Arranger and Joint Bookrunner, Credit
Suisse, Cayman Islands Branch as Syndication Agent and Lehman
Brothers Inc. as Joint Lead Arranger and Joint Bookrunner
(incorporated by reference to Exhibit 10.1 of Intelsat Holding
Corporation's Form 8-K filed July 10, 2006).
10.2 Credit Agreement, dated as of August 20, 2004, as amended and
restated as of March 22, 2005, as further amended and restated as of
July 3, 2006, among PanAmSat Corporation, (to be renamed Intelsat
Corporation on the Amendment Effective Date), as the Borrower, the
several lenders party thereto, Citicorp USA, INC., as Administrative
Agent Credit Suisse, Cayman Islands Branch, as Syndication Agent and
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit
Suisse Securities (USA) LLC And Lehman Brothers Inc., as Joint Lead
Arrangers and Joint Bookrunners (incorporated by reference to
Exhibit 10.2 of Intelsat Holding Corporation's Form 8-K filed July
10, 2006).
99.1 Merger Agreement, dated as of August 28, 2005, by and between
Intelsat (Bermuda), Ltd., Proton Acquisition Corporation and
PanAmSat Holding Corporation (incorporated by reference to Exhibit
2.1 of Intelsat, Ltd.'s Form 8-K filed on August 30, 2005).
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