Intelsat, Ltd.:
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Merger Creates World's Largest Commercial Fixed Satellite Services
Provider, Bringing the New Intelsat Closer, by Far, to Meeting
Customer Needs with Unrivaled Satellite and Terrestrial Resources and
Expanded Delivery of Value-Added Services
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Intelsat, Ltd. today announced the completion of its merger with
PanAmSat Holding Corporation. With the addition of PanAmSat's video
market expertise, advanced satellite fleet and blue-chip media
customer base to Intelsat's portfolio, the new Intelsat is now the
largest provider of fixed satellite services (FSS) worldwide to each
of the media, network services/telecom and government customer
sectors.
Intelsat acquired all of the outstanding common shares of PanAmSat
for approximately $3.2 billion. Pursuant to the merger, each
outstanding share of common stock of PanAmSat was converted into the
right to receive $25.00, plus approximately $0.00927 as the pro rata
quarterly dividend, per share in cash without interest. In addition
and as a result of the merger, PanAmSat is now a wholly-owned
subsidiary of Intelsat, and the common stock of PanAmSat has been
delisted from the New York Stock Exchange. The total value of the
transaction, including PanAmSat debt that was refinanced or remained
outstanding, is approximately $6.4 billion. For the twelve-month
period ending March 31, 2006, pro forma revenues for the combined
company total more than $2.0 billion and adjusted EBITDA for Intelsat
(Bermuda), Ltd. on a pro forma combined basis was $1.6 billion. At
March 31, 2006, pro forma combined revenue backlog, which is based on
long-term customer commitments of up to 15 years, was approximately
$8.3 billion.
Operational Strength
Using optimized capacity on a combined fleet of 51 satellites and
a large, complementary terrestrial infrastructure including eight
owned teleports, fiber connectivity and over 50 points of presence in
almost 40 cities, the new Intelsat:
-- Carries one out of every four television channels transmitted
over fixed satellites;
-- Supports 27 DTH platforms worldwide;
-- Operates 16 satellites that are part of video neighborhoods
around the world;
-- Is the number one provider of transponders for video
programming worldwide;
-- Carries more high definition (HD) programming than any other
FSS carrier;
-- Is the largest provider of commercial satellite services to
the government sector;
-- Is the leading provider of services to enterprise, Internet
and mobile network operators; and
-- Provides communications services to 99 percent of the world's
populated regions.
"The combined assets of our company provide the highest level of
service and network reliability to existing customers, while opening
doors to new business opportunities in key communications growth
markets such as HD, IPTV and applications resulting from the
convergence of video, voice, data and mobility," said David McGlade,
Chief Executive Officer of Intelsat. "This merger creates a strong,
next-generation, global communications leader with an unrivaled
ability to provide the competitive and sophisticated services
consumers and businesses need by leveraging unparalleled satellite,
terrestrial and technical expertise."
McGlade added, "We have chosen the corporate theme 'Closer, by
Far' to articulate our vision for the new Intelsat and its
relationship with its customers. It is our mission to bring customers
closer to achieving their business potential and closer to the people
and businesses they serve."
Integration Process Underway
The integration process already underway will ensure a smooth and
seamless transition for Intelsat's customers. Intelsat intends to
adopt a "one company" operating philosophy and expects to fully
integrate PanAmSat's assets and operations. Since the merger was
announced in August 2005, the companies have conducted disciplined
integration planning in order to drive the benefits of greater scale
and complementary service offerings to customers and to deliver strong
operational synergies to the company's stakeholders. By making key
functional and systems decisions ahead of time, Intelsat is positioned
for an accelerated start now that the transaction has closed.
David McGlade will continue to serve as Chief Executive Officer
and a Director of Intelsat, Ltd. The executive team of the company
also includes James Frownfelter, formerly the President and COO of
PanAmSat, as Chief Operating Officer; Phillip Spector, Executive Vice
President and General Counsel; and Jeffrey Freimark, Executive Vice
President and Chief Financial Officer. Joseph Wright, formerly Chief
Executive Officer of PanAmSat, has been appointed Chairman of the
Board.
Intelsat Announces Expiration of PanAmSat Tender Offer
Intelsat, Ltd. also announced today that PanAmSat announced that
it has completed its previously announced offer to purchase and
consent solicitation with respect to its 10 3/8% senior discount notes
due 2014. The offer to purchase expired at 9:00 a.m. New York City
time, on July 3, 2006. As of 9:00 a.m. New York City time, on July 3,
2006, PanAmSat had accepted for tender $414.53 million in aggregate
principal amount at maturity of the discount notes, representing
99.65% of the outstanding principal amount at maturity of the discount
notes. PanAmSat has accepted for payment all the discount notes
validly tendered on or prior to July 3, 2006.
Intelsat will continue to be domiciled in Pembroke, Bermuda and
maintain its U.S. headquarters in Washington, D.C. More information on
the merger is available at www.intelsat.com.
About the New Intelsat
Intelsat is the largest provider of fixed satellite services (FSS)
worldwide and is the leading provider of these services to each of the
media, network services/telecom and government customer sectors,
enabling people and businesses everywhere constant access to
information and entertainment. Intelsat offers customers a greater
business potential by providing them access to unrivaled resources
with ease of business and peace of mind. Our services are utilized by
an extensive customer base, including some of the world's leading
media and communications companies, multinational corporations,
Internet service providers and government/military organizations.
Real-time, constant communication with people anywhere in the world is
closer, by far.
Intelsat Safe Harbor Statement: Some of the statements in this
news release constitute "forward-looking statements" that do not
directly or exclusively relate to historical facts. The
forward-looking statements made in this release reflect Intelsat's
intentions, plans, expectations, assumptions and beliefs about future
events and are subject to risks, including known and unknown 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, but are not limited to the quality and price of
comparable communications services offered or to be offered by other
satellite operators, and the perceptions of our business, operations
and financial condition and the industry in which we operate by the
financial community and ratings agencies. In connection with
Intelsat's acquisition of PanAmSat as described in this news release,
factors that may cause results or developments to differ materially
from the forward-looking statements made in this news release include,
but are not limited to: our substantial level of indebtedness
following consummation of the acquisition; certain covenants in our
debt agreements following consummation of the acquisition; a change in
the health of, or a catastrophic loss of, one or more of, our
satellites, including those we are acquiring in the acquisition; the
failure to successfully integrate or to obtain expected synergies from
the acquisition on the expected timetable or at all; and the failure
to achieve the strategic objectives envisioned for the acquisition of
PanAmSat. Detailed information about some of the known risks is
included in Intelsat's annual report on Form 10-K for the year ended
December 31, 2005 and Intelsat's registration statement on Form S-4 on
file with the U.S. Securities and Exchange Commission. Because actual
results could differ materially from Intelsat's intentions, plans,
expectations, assumptions and beliefs about the future, you are urged
to view all forward-looking statements contained in this news release
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.
