By Paul Deckelman
New York, June 20 – Intelsat Jackson Holdings SA gave additional details of its $1.5 billion sale of eight-year senior notes (Caa2/CCC+), which priced at par to yield 9¾% on Monday, high-yield syndicate sources said.
The notes came at the tight end of price talk of 9¾% to 10%, the sources said.
The quick-to-market Rule 144A and Regulation S offering was brought to market late Monday via joint bookrunners J.P. Morgan Securities LLC (left books), Morgan Stanley & Co. LLC, Goldman Sachs & Co., Credit Suisse Securities (USA) LLC and Guggenheim.
The notes have four years of call protection, other than being callable during that time via a make-whole call at Treasuries plus 50 basis points.
There is an equity clawback provision allowing for the redemption of up to 40% of the issue during their first three years, at a price of 109.75, as well as a change-of-control provision allowing holders to put the bonds back to the company at a price of 101 should such an event occur.
The notes are further subject to as special redemption at a price of 105 within one year in connection with a “specified transaction” by Intelsat Jackson’s parent company, Intelsat SA, with the OneWeb Ltd. satellite network operated by WorldVu Satellites, or with OneWeb/WorldVu’s majority owner, the Japanese tech company SoftBank Group Corp. Intelsat was forced earlier this month to terminate a planned merger with the Arlington, Va.-based OneWeb – and forego a planned $1.7 billion investment in the combined company by Tokyo-based SoftBank – after its bondholders balked at a debt exchange whose completion was a prerequisite for the transaction.
Intelsat Jackson, a wholly owned subsidiary of Intelsat SA, a Luxembourg-based communications satellite company, plans to use the net proceeds of the notes deal, along with other available cash on hand, to fund the redemption of all $1.5 billion of its currently outstanding 7¼% senior notes due 2019 and to pay related fees and expenses.
| Issuer: | Intelsat Jackson Holdings SA
|
| Amount: | $1.5 billion
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| Securities: | Senior notes
|
| Maturity: | July 15, 2025
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| Bookrunners: | J.P. Morgan Securities LLC (left books), Morgan Stanley & Co. LLC, Goldman Sachs & Co., Credit Suisse Securities (USA) LLC and Guggenheim
|
| Coupon: | 9¾%
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| Price: | Par
|
| Yield | 9¾%
|
| Spread: | 766 bps over 2 1/8% May 15, 2025 U.S. Treasury note
|
| Call protection: | Non-callable for four years after issue (other than make-whole call at Treasuries plus 50 bps); first callable on or after July 15, 2021 at 104.875, on or after July 15, 2022 at 102.438 and finally callable at par on or after July 15, 2023
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| Equity clawback: | For up to 40% of issue at 109.75 until July 15, 2020
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| Change-of-control put: | 101%
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| Special redemption: | At 105 within one year in connection with a “specified transaction” with OneWeb Ltd. or SoftBank
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| Trade date: | June 19
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| Settlement date: | July 5
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| Ratings: | Moody’s: Caa2
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| S&P: CCC+
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| Distribution: | Rule 144A and Regulation S
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| Price talk: | 9¾% to 10%
|
| Marketing: | Quick to market
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