Recent Satellite Financings

Examples of our recent satellite financings include:

• representing Tennenbaum Capital Partners in the $180,000,000 senior and $170,000,000 subordinated secured credit facilities to WildBlue Communications. 

• representing Morgan Stanley Senior Funding, Inc. as senior lender in the refinancing of the $200,000,000 senior secured term loan credit facility for DigitalGlobe, Inc. 

• representing Intelsat (Bermuda) Ltd. in the $2,340,000,000 senior notes offerings (comprising $260,000,000 floating rate senior notes, $1,330,000,000 11.25% senior notes and $750,000,000 9.25% senior notes) and PanAmSat Corporation in the $575,000,000 9% senior notes offering to finance the acquisition by Intelsat of PanAmSat. 

• representing Tennenbaum Capital Partners in the $87,400,000 assignment of senior secured credit facilities to WildBlue Communications. 

• representing ImageSat International in the combined $85,000,000 recapitalization and bond financing to provide for the completion, launch and insurance of the company’s EROS B satellite.    

• representing UBS Investment Bank as placement agent and sole financial adviser in the $110,000,000 convertible preferred stock offering of shares in ORBCOMM, Inc.

• representing JSAT Corporation and Horizons Holdings LLC in the $140,000,000 senior secured financing for the manufacture and launch of the Horizons-2 satellite.

• representing UBS Investment Bank as sole book-running manager and, together with SG Cowen & Co., as sole underwriters in the $250,000,000 initial public offering of 11,868,400 Class A Common Shares of WorldSpace, Inc.

• representing Silver Point Capital, Farallon Capital Management and Canyon Capital Advisers as lead investors in the $240,000,000 senior secured notes offering for ORBIMAGE LLC.

• representing UBS Investment Bank as financial advisor in the acquisition by XM Satellite Radio of 1,562,500 shares of Class A Common stock for $25,000,000 and a warrant for stock equal to $37,500,000, in WorldSpace, Inc.

• representing BNP Paribas and Société Générale as joint lead arrangers and lenders in a $137,000,000 French export credit agreement for Star One SA of Brasil to fund the manufacture and launch of the Star One C2 satellite.

• representing Morgan Stanley Senior Funding, Inc. as sole lead arranger and sole bookrunner in a $200,000,000 funded and delayed senior secured term loan credit facility for DigitalGlobe, Inc. to fund the development of the WorldView satellite project.

• representing Goldman, Sachs & Co. and GS Capital Partners 2000 in the recapitalization financing for Eutelsat S.A. involving senior and subordinate secured credit facilities up to €1,625,000,000 provided by BNP Paribas, Banc of America Securities Limited, Deutsche Bank AG London, Goldman, Sachs International and The Royal Bank of Scotland PLC.

• representing Intelsat, Ltd., Intelsat (Bermuda), Ltd. and Zeus Special Subsidiary Limited in the $478,700,000 senior discount notes offering to pay a dividend to Intelsat, Ltd., to be used to make a return of capital distribution of Zeus Holdings Limited to repurchase certain preferred shares of Zeus Holdings.

• representing Goldman, Sachs & Co. and GS Capital Partners 2000 in the €363 million acquisition of 155,776,050 shares (15.8%) in Eutelsat S.A. from British Telecommunications plc and the €273 million acquisition finance credit facility for GSCP 2000 Eurovision Holdings S.A.R.L. arranged by Dresdner Kleinwort Wasserstein, Goldman Sachs International, Natexis Banques Populaires and The Royal Bank of Scotland.

• representing UBS Investment Bank as financial advisor to WorldSpace, Inc. in the private placement to five investors of $155 million of pre-IPO senior unsecured convertible notes with registration rights, convertible for common shares of WorldSpace. Lead investors: Amaranth Advisors, LLC and Highbridge Capital Management, LLC, with sale of Notes completed concurrently with exchange of existing WorldSpace debt into equity.

• representing Apax Partners, Permira Advisers, Apollo Management and Madison Dearborn Partners and Intelsat, Ltd. in the $2.55 billion high yield offering of three tranches of fixed and floating rate senior notes and as special space counsel in the $650 million senior secured credit facility (comprised of a $350 million term loan B and a $300 million revolving credit facility), in connection with the acquisition of Intelsat, Ltd. by the financial sponsors.

• representing the Zohar CDO 2003-1, Limited funds advised by Patriarch Partners in an $80 million senior secured credit facility arranged to finance the manufacture of the NextView satellite for DigitalGlobe, Inc.

• representing Boeing Capital Corporation in a $30 million senior secured credit facility to finance the provision of launch services for the NextView satellite for DigitalGlobe, Inc.

• advising Apax Partners Worldwide, Permira Advisers, Apollo Management and Madison Dearborn Partners in the $5 billion acquisition of Intelsat Ltd.

• advising Credit Suisse First Boston, Citigroup, Bear, Stearns & Co. and Lehman Brothers in the $1.01 billion senior notes offering under Rule 144A to finance the acquisition by affiliates of Kohlberg Kravis Roberts & Co., The Carlyle Group and Providence Equity Partners of PanAmSat Corporation, as special space counsel.

• advising Citigroup Global Markets, Credit Suisse First Boston, Bear, Stearns & Co. and Lehman Brothers in the $2.71 billion senior secured term credit facility and the $250 million 364-day secured credit facility to finance the acquisition by affiliates of Kohlberg Kravis Roberts & Co., The Carlyle Group and Providence Equity Partners of PanAmSat Corporation, as special space counsel.

• acting for Sumitomo Bank in the $30 million senior credit facility for Sea Launch Limited Partnership guaranteed by The Boeing Company and Kvaerner ASA.

• representing Pegasus Communications in formulating its submission to the LOCAL Television Loan Guarantee Board for a federally-supported loan guarantee to facilitate the financing of its new Ka-band satellite to provide delivery of local television broadcast signals to non-served and under-served areas in the U.S.

• representing JP Morgan Chase Bank in the $270 million senior credit facility for Sea Launch Limited Partnership guaranteed by The Boeing Company and Kvaerner ASA.

• advising Apax Partners and Permira Advisers in the $375 million senior notes offering by Inmarsat Finance plc with Credit Suisse First Boston, Barclays Capital and The Royal Bank of Scotland as join book-running lead managers in a joint offering under Rule 144A in the United States and the Luxembourg Stock Exchange.

• representing Citigroup Global Markets Inc., BNP Paribas and Morgan Stanley Senior Funding, Inc. as lead arrangers and bookrunners in the $800 million senior credit facility to finance the acquisition of six Loral Space & Communications Skynet satellites by Intelsat, Ltd.

• representing Morgan Stanley, Citigroup and BNP Paribas in the $1.1 billion senior notes offering under Rule 144A and Regulation S, for Intelsat, Ltd.

• acting for institutional investors in the $1.045 billion Series A, B, C and D guaranteed senior notes, Barclays Capital and HSBC Securities as placement agents, for SES Global S.A. and SES Global Americas Holdings G.P.

• acting for Arianespace S.A. in a senior secured credit facility to finance launch services payments for a European satellite operator.

• representing Apax Partners and Permira Advisers in the acquisition, pursuant to a scheme of arrangement, of a majority interest in Inmarsat Ventures plc through Grapeclose Limited, as acquisition vehicle and related $975 million senior and mezzanine acquisition financing arranged by Barclays Capital, Credit Suisse First Boston and The Royal Bank of Scotland.

• representing Lehman Brothers, Salomon Smith Barney, Morgan Stanley and Merrill Lynch in the $600 million senior notes offering under Rule 144A and Regulation S, for Intelsat, Ltd.

• acting for Credit Suisse First Boston and Deutsche Bank in a $1.25 billion secured credit facility for PanAmSat Corporation.

• advising Satelites Mexicanos in the structuring of a $250 million export credit agency supported financing for the Satmex-6 satellite being manufactured by Space Systems/Loral and launched by Arianespace, involving multi-tier Coface, Ex-Im Bank and commercial credit facilities.

• advising Babcock & Brown in an innovative off balance-sheet $350 million progress payment financing involving three satellites acquired by a leading global satellite operator.

• acting for Boeing Capital Corporation in the secured financing of the XM-3 satellite for XM Satellite Holdings.

• representing Credit Suisse First Boston on alternative strategies regarding the disposition and combination of investment shares in Inmarsat Ventures PLC.

• acting for BNP Paribas Structured Finance in risk management issues relating to the Coface-supported financing of the Brasilsat C1 (Bolivarsat) satellite for Star One.

• representing ImageSat International N.V. in a combined $150 million limited recourse project financing involving Bank Leumi and the refinancing/partial redemption of existing senior secured convertible notes of Pegasus Investors in connection with the procurement of its next generation high resolution imagery satellites.

• acting for Citibank Salomon Smith Barney and Lehman Brothers in a $1 billion Back-Up Credit Facility for Intelsat, Ltd.

• representing Eurasiasat S.A.M. and Alcatel Spacecom in the $166 million combined Coface/ECGD senior secured loan and working capital facility, arranged by Chase Manhattan PLC together with KfW, Bayerische Landesbank, ABN Amro, Natexis Banque, Société Générale, Credit Agricole Indosuez and BNP Paribas, structured as a limited recourse project financing for the Eurasiasat-1 satellite. The principal shareholders are Alcatel Spacecom and Turk Telekomunikasyon.

• representing Boeing Capital Corporation in a pre- and post-launch financing program to provide customer financing for the purchase of Boeing Satellite Systems satellites and Delta Launch Services launch services.

• representing Merrill, Lynch & Co. and Rothschild Inc. in the $300 million private placement of common equity for a global provider of direct-to-user audio broadcast services via satellite.

• advising ImageSat International N.V. in the structuring of $90 million of senior convertible secured notes and subordinated preferred stock to finance the manufacture and launch of its remote sensing satellite system.

• representing Asia Cellular Satellite (ACeS) in proposed strategic partnering activities and as anticipated initial public offering with joint U.S. and Asian listings.

• acting for AstroVision International Limited in its first round venture capital and mezzanine round financings involving preferred convertible stock.

• advising the Export-Import Bank of the United States with respect to specific issues for the credit facility for the Brasilsat B4 satellite.

• representing Space Communications Corporation of Japan in a proposed Qualified Technological Equipment, commission foreign sales corporation, fully defeased, cross border leveraged lease financing of its new generation Superbird series direct broadcast satellite.

• acting for iSKY, Inc., now Wildblue Communications Inc., in connection with the implementation of its high speed, broadband, Internet satellite system, including its proposed Rule 144A senior note offering. We also advised Wildblue on intellectual property matters, satellite project contracts and export control issues.

• representing both the underwriters and commercial bank lenders in various financings for the Iridium Project developed by Motorola, Inc.. We also represented Chase Securities Inc. and Merrill Lynch & Co. in the $800 million offering by Iridium LLC of Senior Notes in July 1997 and a second offering of $250 million in October 1997. In addition we represented Chase Securities and BZW, a division of Barclays Bank PLC, as global arrangers for the earlier bridge financing of $750 million, guaranteed by Motorola, which was completed in August 1996. We also represented Chase Securities and BZW in the $750 million secured bank credit facility, which provided additional financing through the commercial activation of the Iridium system in September 1998.

• representing the lead arrangers, Credit Lyonnais, ING Lease, Société Generale and KfW, in the $400 million senior bank financing to support a customer financing program for Arianespace, the French launch services provider. This financing was awarded the "European Structured Finance Deal of the Year" for 1997 by International Financing Review and the Euromoney-Space Business News 1997 "Bank Financing Deal of the Year".

• representing Arianespace in obtaining secured customer loan agreements, purchasing preferred stock and arranging credit facilities to finance launch services for various global mobile and geostationary satellites, including satellites for CD Radio, Inc., Nordiska Satelit A.B., Asia Broadcasting and Communications Network Laostar, Europe*Star, iSKY, Inc., SkyBridge and Eurasiasat.

• representing APT Satellite Company, a Hong Kong-based consortium involving China Telecommunications Broadcast Satellite Corporation and other PRC companies, Ruentex Construction and Development of Taiwan, Telecom Holding Company of Thailand and Singapore Telecom, in the financing of the APSTAR-2 satellite.

• advising prospective equity investors in conducting domestic and international regulatory, contractual and tax due diligence regarding, and structuring the investment in, the Intercontinental Satellite Corporation project in Russia for the Alcatel Space manufactured Troika satellites.

• representing ING Lease Structured Finance, Kleinwort Benson and Credit Lyonnais in providing a $110 million project financing for APT Satellite secured by space and terrestrial equipment and long term transponder lease agreements.

• representing The Chase Manhattan Bank and a syndicate of commercial bank lenders in the $411 million financing of the construction of the Sea Launch project, consisting of an off-shore, floating platform used for launching commercial satellites. Project sponsors are The Boeing Company, Kvaerner a.s., the Norwegian shipping concern, R.S.C. Energia of Russia and P.O. Yuzhnoye of Ukraine. We also represented Chase with respect to an additional $100 million credit facility.

• representing Turk Telekom and Eurasiasat S.A.M. in securing guaranteed bridge and term loan facilities and in the proposed placement of senior secured notes under Rule 144A to finance Eurasiasat-1 and related terrestrial equipment.

• representing West Indian Space, Ltd., an Israeli-U.S. joint venture, in private equity and debt capital raising activities, including the proposed offering of senior discount notes under Rule 144A to finance a global high-resolution remote sensing satellite system.

• advising the syndicate of Indonesian banks, including P.T. Danareksa Finance, P.T. Pan Indonesia Bank, P.T. Bank Internasional Indonesia, P.T. Bank PDFCI, P.T. Bank Niaga, and P.T. Bank Danamon Indonesia in the financing of the Asia Cellular Satellite (ACeS) project sponsored by Pasifik Satelit Nusantara, Philippines Long Distance Telephone and Jasmine International, including the restructuring of the project to include Lockheed Martin Global Telecommunications.

• representing ING Lease International Equipment Finance, Mitsubishi Trust and Banking Corporation and Fuji Bank with respect to a $400 million credit facility to provide for customer financing of satellites and related terrestrial equipment for a major U.S. satellite manufacturer.

• representing the Toronto-Dominion Bank in its role as adviser to American Mobile Satellite Corporation with respect to a secured term and bridge loan facility to finance AMSC-1.

• representing Lockheed Martin Corporation as limited partner in Orion Satellite, including the restructuring of the partnership and the refinancing of the Orion Atlantic F-2 satellite.

• representing United States Satellite Broadcasting in its Initial Public Offering of Class A Common Stock.

• representing International Finance Corporation in providing a secured credit facility for satellite procurement and launch services financing of Nahuelsat A, manufactured by Daimler Benz and Aerospatiale for the Nahuelsat satellite project in Argentina.

• representing BOT Financial Corporation in structuring an off balance sheet loan facility for forty-five C and Ku-band transponders on a three-satellite domestic system.

• representing ING Lease and Kleinwort Benson in structuring a $90 million secured credit facility for the financing of United States Satellite Broadcasting's five Ku-band transponders on the DIRECTV-1 satellite.

• preparing on behalf of Barclays Bank a construction loan facility for the acquisition financing of the Asia Broadcasting and Communications Network Laostar satellites to be manufactured by Space Systems/Loral.

• representing GATX Capital and Pittway Corporation in providing leveraged lease financing to Hearst/ABC-Viacom Entertainment Services for two C-band transponders on GE C-3 and GE C-4 satellites.

• representing Kleinwort Benson, ING Lease Structured Finance and Sumitomo Trust & Banking Co. in providing an off-balance sheet loan facility to Viacom International Inc. for six C-band transponders on the GE C-3 satellite.

• representing ING Lease Structured Finance and CIBC Inc. in a Commission FSC leveraged lease of five C-band transponders on the GE C-4, for Viacom International Inc.

• representing Royal Bank of Canada, Bank of Nova Scotia, CIBC Inc. and ING Lease Structured Finance in a Commission FSC lease of thirty C-band transponders on the Hughes Communications Galaxy VII.

• representing Sumitomo Bank Ltd. and CIBC Inc. in providing a secured credit facility to American Mobile Satellite Corporation for launch services progress payment financing.

• representing Barclays Bank PLC and CIBC Leasing Inc. in a Commission FSC leveraged lease of four C-band transponders on Hughes Galaxy V, for Turner Broadcasting System.

• representing Citicorp North America in two separate asset purchase transactions of leveraged leases involving seventy-one transponders on the Hughes Galaxy II, GTE Spacenet 1, Western Union, Westar V, GE Satcom V, AT&T Telstar 303 and GE Satcom IIR satellites.

• representing Asia Pulp & Paper in its proposed purchase of common stock in a U.S.-based global mobile satellite constellation operator.

• representing R.S.C. Energia in structuring the financing of a partnership interest in the Sea Launch project.

• representing RASCOM (Regional African Satellite Communications Organization) in connection with its satellite development plans and certain negotiations with INTELSAT.

• representing Citibank N.A. in the Ex-Im Bank-guaranteed loan to Vnesheconombank and Bonum Satellite Communications to finance the manufacture and launch of the Bonum-1 communications satellite for services in Russia.

• representing The Chase Manhattan Bank in a $35 million term loan to Iridium SudAmerica Corporation to acquire and operate the gateway facilities for South America and the Caribbean for the Iridium global satellite system.

• representing P.T. Satelit Palapa Indonesia in connection with the procurement and financing of two 30-transponder telecommunications satellites, with an option for a third, and a master control ground station, at an approximate total cost of $350 million, built by Hughes Communications. Our work included negotiating the satellite procurement contract with Hughes Communications for the Palapa C satellite and the launch services contract with Arianespace of France.

• representing Afro-Asian Satellite Communications Limited, a special project company sponsored by the Essel Group of India, in the proposed development of a regional mobile satellite telecommunications system to serve South Asia, the Middle East and Africa.

• representing the lenders led by The Chase Manhattan Bank in the $250 million financing of a telecommunications satellite owned by the international consortium International Private Satellite Partners, L.P., consisting of Orion Satellite, British Aerospace PLC, Matra, Nissho Iwai and Lockheed Martin, among others.

• representing Martin Marietta Corporation in the acquisition of the assets of General Dynamics Corporation's Launch Services Division, in particular with respect to the assumption of obligations under launch services agreements involving American Mobile Satellite Corporation and Orion Satellite Corporation.

• representing The Chase Manhattan Bank in connection with the $64 million financing for Spacehab, Inc. of the pressurized modules carried on NASA space shuttles.

• representing ING Lease Structured Finance in connection with the leveraged lease financing of two transponders by the Hearst/ABC-Viacom Entertainment Services joint venture for its Lifetime cable channel.

• representing the Japanese lenders to Empresa Nacional de Telecommunications, S.A., an instrumentality of the Republic of Colombia, to finance the purchase of communications satellite systems.

• representing Hughes Aircraft, the equipment supplier of the Brasilsat satellite communications system to the Republic of Brazil. The successful bid involved novel procedures to secure payments and hedge the currency risk in the project financing of that system.

• representing Organización Cisneros in connection with Galaxy Latin America, a satellite-based broadcast venture in Latin America, including Hughes Communications, Inc.

• serving as counsel to Goldman, Sachs as the underwriter of pass-through certificates for securitized debt in connection with the $300 million financing of the leveraged leases of 30 transponders on the Galaxy VII satellite launched by Hughes Electronics Corporation.

• advising the lenders in numerous leveraged lease financings of satellite transponders and other telecommunications equipment for GTE, AT&T, IBM, MCI, HBO, Westinghouse and Pacific Telecom.

• serving as counsel to the underwriters in the public debt financing of two communications satellites leased to Hughes Communications Galaxy, Inc.

• advising AETNA Life and Casualty Company, The Yasuda Mutual Life Insurance Company and other institutional lenders in connection with refinancing of GTE Spacenet Corporation's sixteen transponders aboard GSTAR II.

• serving as counsel to The Riggs National Bank of Washington, D.C. in connection with a leveraged lease of fourteen transponders.

• representing The Equitable Life Assurance Society in connection with a leveraged lease pursuant to which Bank of America and a syndicate of banks provided floating rate debt financing of ten transponders on the SBS-4 satellite.