Debt buyback deal closing for SATS subsidiary

PRESS RELEASE 

18 May 2023

Promontoria Holding 264 B.V., an indirect subsidiary of SATS Ltd., Announces Early Tender Results of the Offer and the Solicitation

Netherlands, May 18, 2023 – Promontoria Holding 264 B.V. (the “Company”) today announced that €310,357,000 in aggregate principal amount (the “Euro Tendered Notes”), or approximately 91.28% of its outstanding 6⅜% Senior Secured Notes due 2027 (the “Euro Notes”), and $391,437,000 in aggregate principal amount (the “Dollar Tendered Notes” and together with the Euro Tendered Notes, the “Tendered Notes”), or approximately 97.86% of its outstanding 7⅞% Senior Secured Notes due 2027 (the “Dollar Notes” and together with the Euro Notes, the “Notes”) were validly tendered and not withdrawn by 5:00 p.m. Central European Summer Time, on May 17, 2023 for the Euro Notes and 5:00 p.m. New York City time, on May 17, 2023 for the Dollar Notes (such date, the “Early Tender Date”), in accordance with the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”), pursuant to which the tender offer and consent solicitation are being made.

Capitalized terms used herein and not defined herein have the meaning given to them in the Statement. The Company has accepted for purchase all Notes validly tendered and not validly withdrawn prior to the Early Tender Date and has elected to exercise its Early Settlement Right. As such, Holders who validly tendered and did not validly withdraw their Notes prior to the Early Tender Date will receive a Total Consideration of €1,031.88 per €1,000 principal amount of Euro Notes and $1,039.38 per $1,000 principal amount of Dollar Notes, tendered and accepted for purchase by the Company, which includes an early tender consideration of €31.88 per €1,000 principal amount of Euro Notes and $39.38 per $1,000 principal amount of Dollar Notes, on or about May 26, 2023 (the “Early Settlement Date”). On the Early Settlement Date, the Company will also pay accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date for the Notes to, but excluding, the Early Settlement Date. The Company’s obligation to pay for the Tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement. The Company intends to cancel all Notes purchased by it pursuant to the Offer.

Pursuant to paragraph 5 of the respective Notes, if Holders of not less than 90% in aggregate principal amount of the applicable series of outstanding Notes validly tendered and do not withdraw such applicable series of Notes in connection with any tender offer for the Notes and the Company purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company has the right to redeem the applicable series of Notes that remain outstanding at a price equal to the price offered to each Holder of the applicable series of Notes in such tender offer (the “Clean-up Call”).

Given that more than 90% in aggregate principal amount of each of the Euro Notes and the Dollar Notes have been validly tendered and not validly withdrawn prior to the Early Tender Date, the Company intends to exercise its right to redeem the remaining outstanding Euro Notes and Dollar Notes that have not been validly tendered prior to the Expiration Time (the “Remaining Notes”) on or about June 6, 2023 pursuant to and in accordance with the terms and conditions of the applicable series of Notes at a price equal to the applicable Total Consideration (€1,031.88 per €1,000 principal amount of Euro Notes and $1,039.38 per $1,000 principal amount of Dollar Notes), plus accrued and unpaid interest on the Remaining Notes from the last interest payment date for the Remaining Notes to, but excluding, the redemption date. Following the exercise of the Clean-up Call by the Company, the Notes will be redeemed in full.

The full statement is here.