Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-136193 333-136193-01 333-136193-02 PROSPECTUS Exchange Offer for 1 9 /4% Senior Discount Notes due 2015 This is an offer to exchange any 9 1/4% Senior Discount Notes due 2015 that you now hold for newly issued 9 1/4% Senior Discount Notes due 2015. This offer will expire at 5:00 p.m. New York City time on September 5, 2006, unless we extend the offer. You must tender your original notes by this deadline in order to receive the new notes. We do not currently intend to extend the expiration date. The original notes were issued by Intelsat (Bermuda), Ltd. Recently, Intelsat (Bermuda), Ltd. transferred substantially all its assets to its wholly-owned subsidiary, Intelsat Intermediate Holding Company, Ltd. , and Intelsat Intermediate Holding Company, Ltd. assumed substantially all its obligations, including its obligations in respect of the original notes. Accordingly, Intelsat Intermediate Holding Company, Ltd. is currently an obligor on the original notes and will be issuing any new notes issued in exchange therefor pursuant to this exchange offer. Intelsat, Ltd. is a co- obligor on the original notes, and will be a co-obligor on the exchange notes. The exchange of outstanding original notes for exchange notes in the exchange offer should not constitute a taxable event for U.S. federal income tax purposes. The terms of the exchange notes to be issued in the exchange offer are substantially identical to the original notes, except that the exchange notes will be freely tradeable and will not benefit from the registration and related rights pursuant to which we are conducting this exchange offer. All untendered original notes will continue to be subject to the restrictions on transfer set forth in the original notes and in the applicable indenture. 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. See “ Risk Factors” beginning on page 32 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 August 7, 2006. Table of Contents 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 of Bermuda, as amended, and its related regulations has been given by the Bermuda Monetary Authority for the issue and transfer of the new notes between non-residents of Bermuda. Prior to this offering, we intend, if required, to file this prospectus with the Registrar of Companies in Bermuda in accordance with Bermuda law. 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 or performance or any default of our business, or for the correctness of any of the statements made or opinions expressed in this prospectus or the registration statement of which this prospectus forms a part. TABLE OF CONTENTS Page Prospectus Summary 1 Summary Historical Consolidated Financial Data 29 Risk Factors 32 Forward-Looking Statements 54 Service of Process and Enforcement of Liabilities 56 Use of Proceeds 56 Capitalization 57 Selected Consolidated Financial Data 59 Unaudited Pro Forma Condensed Consolidated Financial Information 62 Management’s Discussion and Analysis of Financial Condition and Results of Operations 72 Business 118 Management 158 The Transactions 182 Certain Relationships and Related Party Transactions 185 Principal Shareholders 190 Description of Other Indebtedness 193 Description of the Notes 205 The Exchange Offer 275 Taxation 286 Certain ERISA Considerations 290 Plan of Distribution 292 Legal Matters 293 Experts 293 Available Information 293 Index to Consolidated Financial Statements F-1 The 9 1/4% Senior Discount Notes due 2015 are referred to as the notes. Unless we indicate differently, when we use the term “notes” or “new notes,” we mean the new notes that we will issue to you if you exchange your original notes. However, unless we indicate differently, references to “notes” for periods prior to the exchange of the original notes for new notes means the original notes. Table of Contents PROSPECTUS SUMMARY Intelsat Intermediate Holding Company, Ltd. will be an obligor under the notes offered hereby and Intelsat, Ltd. will be a co-obligor. You should read the following summary together with the more detailed information and financial statements and their notes included elsewhere in this prospectus. Investing in the notes involves significant risks, as described in the “Risk Factors” section. Unless otherwise indicated, or the context otherwise requires, financial information identified in this prospectus as pro forma gives effect to the consummation of the Transactions, as defined below in “—The Transactions,” in the manner described under “Unaudited Pro Forma Condensed Consolidated Financial Information.” The calculations presented in this prospectus of pro forma revenue for the last twelve months, or LTM, period ended March 31, 2006 have been obtained by subtracting the pro forma data for the three months ended March 31, 2005 from the pro forma data for the year ended December 31, 2005 and then adding the pro forma data for the three months ended March 31, 2006. In this prospectus, unless otherwise indicated or the context otherwise requires, all references to (1) the terms “we,” “us,” and “our” refer to Intelsat, Ltd.’s predecessor, the International Telecommunications Satellite Organization, which we refer to as the IGO, with respect to periods prior to July 18, 2001 and otherwise to Intelsat, Ltd. and its currently existing subsidiaries on a consolidated basis, (2) the term “Prior Intelsat” refers to Intelsat, Ltd. and its subsidiaries on a consolidated basis prior to giving effect to the Transactions, (3) the term “Intelsat Bermuda” refers to Intelsat (Bermuda), Ltd., Intelsat, Ltd’s direct wholly owned subsidiary (4) the term “Intermediate Holdco” refers to Intelsat Intermediate Holding Company, Ltd., Intelsat Bermuda’s direct wholly owned subsidiary and an obligor of the notes offered for exchange hereby, (5) the term “Intelsat Sub Holdco” refers to Intelsat Subsidiary Holding Company, Ltd., Intermediate Holdco’s wholly owned subsidiary and the obligor of the senior secured credit facilities and the acquisition finance notes, as defined below in “—The Transactions,” (6) the term “Intelsat Holdings” refers to our parent, Intelsat Holdings, Ltd. (formerly Zeus Holdings Limited) (7) the term “PanAmSat Holdco” refers to Intelsat Holding Corporation, formerly known as PanAmSat Holding Corporation, (8) the term “PanAmSat Opco” refers to Intelsat Corporation, formerly known as PanAmSat Corporation, and (9) the term “PanAmSat Acquisition Transactions” means our acquisition of PanAmSat Holdco and the related transactions discussed in this Prospectus Summary. We refer to our purchase of the North American satellites and related customer contracts and other assets from Loral Space & Communications Corporation and certain of its affiliates in March 2004 as the Intelsat Americas Transaction and to the satellites that we acquired as the Intelsat Americas, or IA, satellites. We refer to the satellites that we owned prior to the closing of the Intelsat Americas Transaction as the IS satellites. In this prospectus, unless the context otherwise requires, all references to transponder capacity or demand refer to transponder capacity or demand in the C-band and Ku-band only. Our Company We are the largest provider of fixed satellite services worldwide and a leading provider of these services to each of the media, network services and telecom and government customer sectors. We have a global fleet of 51 satellites and eight teleports and terrestrial facilities. We supply video, data and voice connectivity in over 200 countries and territories for over 1,800 customers, many of which we have had relationships with for over 30 years. Our business is diversified by service offering, customer group, satellite and geography, which reduces our market and operating risk. Our broad customer base accesses our capacity through our extensive service offerings, which include leased services, channel services and hybrid 1 Table of Contents managed solutions combining satellite capacity and terrestrial facilities. Our customers include some of the world’s leading media and communications companies, multinational corporations, Internet service providers and government/military organizations. We operate in an attractive, well-developed sector of the satellite communications industry, which is benefiting from increasing demand for fixed satellite services capacity from both private industry and governments. The fixed satellite services, or FSS, sector is characterized by steady and predictable contracted revenue