Intelsat, Ltd
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Filed pursuant to Rule 424(b)(3) File No. 333-99189 PROSPECTUS Intelsat, Ltd. Exchange Offer for 7 5/8% Senior Notes due 2012 This is an offer by Intelsat, Ltd. to exchange any 7 5/8% Senior Notes due 2012 that you now hold for newly issued 7 5/8% Senior Notes due 2012. This offer will expire at 5:00 p.m. New York City time on January 13, 2003, unless we extend the offer. You must tender your original notes by this deadline in order to receive new notes. If we decide to extend the offer, we do not currently intend to extend the expiration date beyond January 20, 2003. There is no existing public market for your original notes, and there is currently no public market for the new notes to be issued to you in the exchange offer. We may redeem some or all of the new notes at any time at our option on the terms set forth in this prospectus. See “Risk Factors” beginning on page 11 for a description of the business and financial risks associated with the new notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 11, 2002. Until March 12, 2003, all dealers that buy, sell or trade these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to exchange the notes only in jurisdictions where these offers and exchanges are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. Consent under the Exchange Control Act 1972, as amended, and its related regulations has been obtained from the Bermuda Monetary Authority for the issue and transfer of the new notes for exchange control purposes. Prior to the issuance of the new notes, we intend to file this prospectus with the Registrar of Companies in Bermuda pursuant to Part III of the Companies Act 1981 of Bermuda. In granting such consent and in accepting this prospectus for filing, neither the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financial soundness, performance or default of our business, or for the correctness of any of the statements made or opinions expressed in this prospectus. TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 11 Forward-Looking Statements 26 Creation of Intelsat, Ltd. 27 Use of Proceeds 32 Unaudited Pro Forma Condensed Consolidated Financial Information 33 Capitalization 36 Selected Historical Consolidated Financial and Other Data 37 Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Business 67 Management 115 Related Party Transactions 126 Principal Shareholders 132 Description of the Notes 134 The Exchange Offer 155 Description of Other Indebtedness 164 Tax Considerations 166 Plan of Distribution 168 Validity of the Notes 168 Experts 168 Change in Our Certifying Accountant 168 Where You Can Find More Information 169 Service of Process and Enforcement of Civil Liabilities 170 Index to Consolidated Financial Statements F-1 Unless we indicate differently, when we use the term “notes” in this prospectus, we mean the new notes that we will issue to you if you exchange your original notes. i PROSPECTUS SUMMARY You should read this entire prospectus carefully before investing, including the “Risk Factors” and “Forward-Looking Statements” sections and our consolidated financial statements and their notes. INTELSAT, LTD. We are a leading global communications services provider, supplying voice, data, video and Internet backbone connectivity in over 200 countries and territories. Since our inception in 1964, we have provided the satellite communications links for events that were milestones in 20th century history — from broadcasting the video signals for the first moon walk, to providing the direct communications link connecting the White House and the Kremlin, to broadcasting the events of every Olympics since 1968. Our strengths include our global communications network, our established customer relationships and our history of operational excellence. Our strengths also include our balanced geographic and service application mix and our record of solid financial performance. We believe we are positioned to capitalize on favorable trends in our industry. Our communications network, which includes 23 satellites and leased capacity on 2 additional satellites, covers over 99% of the world’s populated regions. Two additional satellites with expected launch dates in 2003 or early 2004 are under construction. We have market access to provide our services in over 200 countries and territories. Our customer base is comprised of over 400 communications providers, including many of the world’s leading telecommunications carriers, Internet service providers, network integrators and broadcasting companies. We have served many of our largest customers for over 30 years and have well-established relationships with the leading communications services providers in many countries. For the year ended December 31, 2001, the transponder availability rate of satellites owned and operated by us was 99.9993%, with the availability rates for each year since 1985 averaging over 99.997%. We believe our long history of high- quality, reliable service is a leading contributing factor to our ability to attract and retain our customers. We operate our business on a global basis and provide services that are used for a diverse range of applications, including voice and data, corporate network, video and Internet applications. Our balanced geographic and service application mix contributes to the relatively high level of stability of our business. We have generated net income every year since 1973. In 2001, we had telecommunications revenue of $1,084.0 million and net income of $499.0 million. We believe that we have a substantial revenue backlog and a strong balance sheet relative to our competitors. Our goal is to be a global connectivity leader connecting people and businesses around the world with flexible and innovative communications services. We intend to maintain a solid financial position and enhance our leadership position in our industry by broadening the scope of customers that we serve, introducing new services and continuing to update and expand our satellite fleet. In furtherance of our business strategy, we recently introduced a portfolio of services, called GlobalConnexSM Solutions, designed to provide the managed services and services integrating terrestrial and satellite assets that our customers increasingly demand As part of our strategy, we believe we can use strategic transactions to reduce our time to market for new services and expand our technical and commercial capabilities. Strategic transactions can also enhance our landmass coverage, mitigate new market entry risk and broaden our customer base. On July 18, 2001, our predecessor, the International Telecommunications Satellite Organization, formerly known as INTELSAT and referred to in this prospectus as the IGO, privatized by transferring substantially all of its assets and liabilities to Intelsat, Ltd. and its subsidiaries. As an intergovernmental organization, we enjoyed privileges, exemptions and immunities that we no longer enjoy as a result of our privatization. However, our privatization also resulted in the elimination of various restrictions on our operations to which we were subject as the IGO. As a private company, we can now enter new markets from which we were previously restricted, acquire and operate ground facilities and provide new services that are complementary to the wholesale satellite capacity that we have historically offered. While we have a limited operating history as a private company 1 and the extent to which we will be able to utilize our new flexibility to respond to market opportunities is uncertain, we have begun to expand our network capabilities through the acquisition of selected strategic terrestrial assets and have expanded our service offerings to respond to the requirements of our customers. Our principal executive offices are located at Dundonald House, 14 Dundonald Street West, Hamilton HM 09, Bermuda. Our telephone number is (441) 294- 1650. Our website is www.intelsat.com. Information on our website is not part of this prospectus. 2 THE EXCHANGE OFFER Notes Offered for Exchange................................... We are offering $600,000,000 in principal amount of our new 7 5/8% Senior Notes due 2012 in exchange for an equal aggregate principal amount of our original 7 5/8% Senior Notes due 2012 on a one-for-one basis. The new notes have substantially the same terms as the original notes you hold, except that the new notes have been registered under the Securities Act of 1933, as amended, referred to as the Securities Act of 1933, and will be freely tradable. Exchange and Registration Rights........................ At the time we sold investors the original notes, we entered into a registration rights agreement that requires us to make this exchange offer. After the exchange offer is complete, you will no longer be entitled to exchange your original notes for registered notes. If the exchange offer is not consummated by January 20, 2003, we will be required to use reasonable efforts to file a shelf registration statement under the Securities Act of 1933 covering resales of your original notes and to use reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act. We do not currently expect to have to file a shelf registration statement.