Eutelsat S.A. €600,000,000 1.500 Per Cent Bonds Due 13 October 2028 Issue Price: 99.619 Per Cent
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() euTeLSAT EUTELSAT S.A. €600,000,000 1.500 PER CENT BONDS DUE 13 OCTOBER 2028 ISSUE PRICE: 99.619 PER CENT The €600,000,000 aggregate principal amount 1.500 per cent. bonds due 13 October 2028 (the Bonds, and each a Bond) of Eutelsat S.A. (the Issuer) will be issued on 13 October 2020 (the Bond Issue). Each Bond will bear interest on its principal amount at a fixed rate of 1.500 per cent. per annum from (and including) 13 October 2020 (the Issue Date) to (but excluding) 13 October 2028, payable in Euro annually in arrears on 13 October of each year and commencing on 13 October 2021, as further described in “Terms and Conditions of the Bonds – Interest”. Unless previously redeemed or purchased and cancelled in accordance with their terms and conditions, the Bonds will be redeemed at their principal amount on 13 October 2028 (the Maturity Date). The Issuer may, at its option, and in certain circumstances shall, redeem all (but not part) of the Bonds at par plus any accrued and unpaid interest upon the occurrence of certain tax changes as further described in “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption for taxation reasons”. The Bonds may also be redeemed (i) at the option of the Issuer, in whole or in part, at any time, prior to the Maturity Date, as further described in “Terms and Conditions of the Bonds — Redemption and Purchase — Make Whole Redemption by the Issuer”, (ii) at any time prior to the Maturity Date, in whole (but not in part), at par plus accrued interest, if eighty (80) per cent. of the initial aggregate principal amount of the Bonds have been redeemed or purchased and cancelled, as further described in “Terms and Conditions — Redemption and Purchase — Clean-Up Call Option” of the Terms and Conditions of the Bonds, and (iii) at the option of the Issuer at any time or from time to time, during a period of three months preceding the Maturity Date, in whole or in part, at par plus any accrued and unpaid interest accrued to, but excluding, the date fixed for redemption as further described in “Terms and Conditions of the Bonds – Redemption and Purchase – Residual Maturity Call Option”. Each Bondholder may, under certain conditions, request the Issuer to redeem all (but not some only) of the Bonds held by such Bondholder at par plus accrued interest up to but excluding such date of redemption following the occurrence of certain change of control events triggering a downgrading of the Bonds as further described in “Terms and Conditions of the Bonds — Redemption and Purchase – Redemption following a Change of Control”. The obligations of the Issuer in respect of principal and interest payable under the Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu among themselves and pari passu with all other present or future direct, unconditional, unsecured and unsubordinated obligations of the Issuer, as further described in “Terms and Conditions of the Bonds – Status of the Bonds”. Payments in respect of the Bonds will be made without deduction for, or on account of, French taxes to the extent set out in “Terms and Conditions of the Bonds —Taxation — Additional Amounts”. This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority in Luxembourg under Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered an endorsement of the Issuer and of the quality of the Bonds that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Bonds. By approving a prospectus in accordance with Article 6(4) of the Luxembourg law dated 16 July 2019 on prospectuses for securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières), the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the Issuer. This Prospectus constitutes a prospectus in respect of the Issuer for the purposes of Article 6(3) of the Prospectus Regulation. Application has been made to the Luxembourg Stock Exchange for the listing of the Bonds on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The Bonds will be issued in dematerialised form in a denomination of €100,000 and will at all times be evidenced by book-entries in compliance with Article L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et financier. No physical documents of title will be issued in respect of the Bonds. As from the date of issue of the Bonds, the Bonds will be registered in the books of Euroclear France, a subsidiary of Euroclear Bank SA/NV (Euroclear France) (acting as central depositary) which shall credit the accounts of Account Holders (as defined in “Terms and Conditions of the Bonds – Form, Denomination and Title”) including Euroclear Bank SA/NV (Euroclear) and the depositary bank for Clearstream Banking S.A. (Clearstream Luxembourg). The Bonds have been assigned a rating of BBB- by S&P Global Ratings Europe Limited (S&P) and BBB by Fitch Ratings (Fitch). S&P and Fitch are established in the European Union and are registered under Regulation (EC) No. 1060/2009 on credit rating agencies (as amended) (the CRA Regulation). As such S&P and Fitch are included in the list of registered credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (https://www.esma.europa.eu/supervision/credit-rating- agencies/risk) in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold the Bonds. Any credit rating is subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Any revision, suspension, reduction or withdrawal of the rating may adversely affect the market price of the Bonds. This document is not for distribution, directly or indirectly, in or into the United States. This document is neither an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or an applicable exemption from registration. The Bonds have not been and will not be registered under the U.S. Securities Act and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act (Regulation S)). Copies of this document are not being, and should not be, distributed in or sent into the United States. An investment in the Bonds involves certain risks. Potential investors should review all the information contained in this document and, in particular, the information set out in the section entitled “Risk Factors” of this Prospectus prior to investing in the Bonds. Global Coordinators and Managers MUFG Crédit Agricole CIB Managers Helaba IMI – Intesa Sanpaolo SMBC Nikko The date of this Prospectus is 9 October 2020 CONTENTS Page RESPONSIBILITY STATEMENT .................................................................................................................................. 1 IMPORTANT INFORMATION FOR INVESTORS ......................................................................................................... 2 INFORMATION SOURCED FROM THIRD PARTIES .................................................................................................... 5 RISK FACTORS ......................................................................................................................................................... 6 SELECTED FINANCIAL INFORMATION OF EUTELSAT S.A. ...................................................................................... 22 DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................................... 25 TERMS AND CONDITIONS OF THE BONDS ............................................................................................................ 27 USE OF PROCEEDS ................................................................................................................................................ 39 INFORMATION ABOUT THE ISSUER ...................................................................................................................... 40 BUSINESS OVERVIEW ............................................................................................................................................ 52 RECENT DEVELOPMENTS ...................................................................................................................................... 76 TAXATION ............................................................................................................................................................. 88 SUBSCRIPTION AND SALE ..................................................................................................................................... 90 GENERAL INFORMATION .....................................................................................................................................