Milbank Represents INTELSAT In Securing $3.5 Billion Financing for Acquisition of PANAMSAT
Merger Creates World’s Largest Commercial Fixed Satellite Services Provider
NEW YORK, July 7, 2006 – Intelsat, Ltd. has announced the completion of its merger with PanAmSat Holding Corporation, a transaction which has solidified the leadership position of Intelsat in providing fixed satellite services (FSS) worldwide. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partner Arnold B. Peinado, represented Intelsat in negotiating and structuring $3.5 billion in funding for the acquisition.
Commenting on the deal, Mr. Peinado stated, “The merger of Intelsat and PanAmSat is the largest in the satellite industry to date. Combining our extensive knowledge of the satellite industry with our expertise in private equity and acquisition financing, Milbank’s dedicated team of attorneys worked closely with Intelsat, its private equity owners, other outside counsel, accountants and investment banks to implement a complex financing arrangement that met the needs of all parties.”
In addition to Mr. Peinado, the Milbank team representing Intelsat included partners Peter Nesgos, Andrew Walker and Deborah Ruosch and associates John Ryan, Eric Boone, Steven Sandretto, John Chen, Trevor Truman, Dara Panahy, Mark Francini, and David Wolmer, from the firm’s New York, Washington, DC and Los Angeles offices.
About the Transaction
Announced in August 2005, Intelsat‘s acquisition of PanAmSat closed on July 3, 2006. Milbank advised Intelsat in negotiating and structuring $3.5 billion of high yield offerings and unsecured loan borrowings that provided the funding for the purchase of PanAmSat and a related tender offer. Deutsche Bank Securities Inc., Lehman Brothers Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. acted as joint bookrunning managers with respect to the high yield notes issued by Intelsat (Bermuda), Ltd. Affiliates of those financial institutions acted as lenders under the new unsecured credit facility extended to Intelsat (Bermuda). Deutsche Bank Securities Inc., Lehman Brothers Inc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint bookrunning managers with respect to the high yield notes issued by PanAmSat Corporation.
Under the terms of the transaction, Intelsat (Bermuda) acquired all of the outstanding common stock 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 a pro rata quarterly dividend, per share in cash. PanAmSat is now a wholly-owned subsidiary of Intelsat (Bermuda). The total value of the transaction, including PanAmSat debt that was refinanced or remained outstanding, is approximately $6.4 billion.
The new company has a fleet of 51 communications satellites and a large complementary terrestrial infrastructure, making it the largest provider of FSS services worldwide and the leading provider of these services to each of the media, network services/telecom and government customer sectors.
About Milbank
Milbank is committed to providing comprehensive legal services to the space business. Drawing from the diverse capabilities of more than 500 professionals in its global offices, Milbank’s Communications & Space Group delivers experienced advice in finance, commercial contracts, risk management, and trade and regulatory matters to satellite operators, aerospace manufacturers and financial institutions worldwide. The Group’s attorneys represent sponsors, lenders and equipment suppliers in the development and financing of projects involving fixed-line, wireless, cable and satellite systems and the Internet; telecom operators and financial investors in cross-border alliances and acquisitions; as well as satellite manufacturers, launch service providers and communications companies in commercial, financial and regulatory aspects of the space industry. Recognized as “Law Firm of the Year” for the past two consecutive years by Satellite Finance magazine, Milbank and its attorneys consistently receive the highest ratings by Chambers and Partners and other leading legal industry surveys.
Milbank’s Leveraged Finance Group is one of the most experienced among the world’s major law firms. Milbank is a leader in some of the most innovative leveraged financing techniques, and consistently ranks among the top international law firms by industry trade publications.
Milbank, Tweed, Hadley & McCloy LLP is a preeminent global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex, “first-ever” corporate transactions and litigation. Our transactional expertise includes capital markets, corporate finance and transactions, project finance, acquisition finance, and other major fields of law practice. Milbank litigation teams resolve disputes involving mergers and acquisitions, proxy battles, financings and securities offerings, intellectual property, white collar crime, and corporate restructurings, among others. Our clients range from prominent multinational financial, industrial and commercial enterprises to governments, institutions and individuals. The Firm is headquartered in New York, with offices in Los Angeles, Washington, DC, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore.