Obligation Intelsat 7.25% ( US45824TAC99 ) en USD

Intelsat

100.22 % ▲

Luxembourg

US45824TAC99 ( en USD )

7.25% par an ( paiement semestriel )

15/10/2020 - Obligation échue

Prospectus brochure de l'obligation Intelsat US45824TAC99 en USD 7.25%, échue

2 000 USD

2 200 000 000 USD

45824TAC9

N/A

L'Obligation émise par Intelsat ( Luxembourg ) , en USD, avec le code ISIN US45824TAC99, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2020

Filed pursuant to Rule 424(b)(3)
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424B3 1 d405446d424b3.htm FILED PURSUANT TO RULE 424(B)(3)
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Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-185568
333-185568-01 through 333-185568-033
PROSPECTUS

Exchange Offer for
7 1/4% Senior Notes due 2020

This is an offer to exchange any of Intelsat Jackson Holdings S.A.'s 7 1/ %
4
Senior Notes due 2020 that you now hold for newly
issued 7 /
1 4% Senior Notes due 2020. The new notes will be issued under an indenture dated as of September 30, 2010. This offer
will expire at 5:00 p.m., New York City time, on February 1, 2013, 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 exchange of outstanding original notes for new notes in the exchange offer will not constitute a taxable event for U.S. federal
income tax purposes. The terms of the new notes to be issued in the exchange offer are substantially identical to the original notes,
except that the new 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 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.

Before participating in this exchange offer, please refer to the section in this prospectus entitled "Risk Factors "
commencing on page 20.
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.

This prospectus has been prepared on the basis that this exchange offer in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or
intending to make any offer in that Relevant Member State of notes which are the subject of the offer contemplated in this prospectus,
may only do so in circumstances in which no obligation arises for the Issuer to produce a prospectus for such offer pursuant to Article
3 of the Prospectus Directive in relation to such offer. The Issuer has not authorized, nor does it authorize, the making of any exchange
offer in circumstances in which an obligation arises for the Issuer to publish a prospectus for such offer.
In relation to each Relevant Member State with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), no exchange offer of notes to the public will be
made in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to
the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that with effect from
and including the Relevant Implementation Date, an exchange offer of notes to the public in that Relevant Member State may be made
at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive,
150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive subject to obtaining the prior consent of the representatives of the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive
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provided that no such offer of notes shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes
to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant
Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression Prospectus
Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The date of this prospectus is December 27, 2012.

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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.
TABLE OF CONTENTS

Page
Industry and Market Data
ii

Prospectus Summary
1

Risk Factors
20

Forward-Looking Statements
39

Service of Process and Enforcement of Liabilities
41

Use of Proceeds
42

Capitalization
43

Selected Historical Consolidated Financial Data
45

Management's Discussion and Analysis of Financial Condition and Results of Operations
49

Business
89

Management
124
Certain Relationships and Related Transactions, and Director Independence
146
Principal Shareholders
148
Description of Other Indebtedness
150
Description of Notes
156
Book-Entry Delivery and Form
218
The Exchange Offer
221
Taxation
231
Certain ERISA Considerations
238
Plan of Distribution
240
Legal Matters
241
Experts
241
Where You Can Find More Information
241
Index to Financial Statements
F-1
Intelsat Jackson Holdings S.A.'s 7 /
1 %
4
Senior Notes due 2020 are referred to as the "notes." The term "original notes" refers to
the notes that were issued on April 26, 2012 in a private offering. Unless we indicate differently, when we use the term "notes" or
"new notes" in this prospectus, 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. On September 30, 2010, the Issuer issued $1,000,000,000 in aggregate principal amount of 7 /
1 4% Senior Notes due 2020 (the
"existing notes") that are guaranteed by the Guarantors. On December 16, 2011, we exchanged the existing notes that were issued on
September 30, 2010 with the restrictive legends for existing notes not containing the restrictive legends in accordance with the
registration rights agreement entered into in connection with the issuance of the existing notes. The original notes were originally
issued under CUSIP numbers different from the existing notes; however, following the consummation of this exchange offer, the
existing notes and the notes issued in the exchange offer will have the same CUSIP number and be fungible.
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INDUSTRY AND MARKET DATA
This prospectus includes information with respect to market share and industry conditions from third-party sources, public
filings and based upon our estimates using such sources when available. While we believe that such information and estimates are
reasonable and reliable, we have not independently verified the data from third-party sources, including Satellite Communication &
Broadcasting World Markets Survey, Ten Year Outlook, dated September 2012, by Euroconsult; Broadband Satellite Markets,
10 E
th
dition, dated April 2011, by NSR; Mobile Satellite Services, 8 E
th
dition, dated May 2012, by NSR; Global Assessment of
Satellite Demand, 9 E
th
dition, dated September 2012, by NSR; Global Military Satellite Communications, dated September 2012,
9 E
th
dition, by NSR, Pyramid Research Latin America Forecast Insights, dated September 2012, and Pyramid Research Asia
Pacific Forecast Insight, dated September 2012, by Pyramid Research. Similarly, our internal research is based upon our
understanding of industry conditions, and such information has not been verified by independent sources. Specifically, when we refer
to the relative size, regions served, number of customers contracted, experience and financial performance of our business as
compared to other companies in our sector, our assertions are based upon public filings of other operators and comparisons provided
by third-party sources, as outlined above.
Throughout this prospectus, unless otherwise indicated, references to market positions are based on third-party market research.
If a market position or statement as to industry conditions is based on internal research, it is identified as management's belief.
Throughout this prospectus, unless otherwise indicated, statements as to our relative positions as a provider of services to customers
and markets are based upon our market share. For additional information regarding our market share with respect to our customer
sets, services and markets, and the bases upon which we determine our market share, see "Business."

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SUMMARY
This summary may not contain all of the information that may be important to you. You should read this prospectus
carefully in its entirety before making an investment decision. In particular, you should read the section entitled "Risk
Factors" included elsewhere in this prospectus and the consolidated financial statements and notes thereto included
elsewhere in this prospectus. In this prospectus, unless otherwise indicated or the context otherwise requires,

·
the terms "we," "us," "our" and the "Company" refer to Intelsat S.A. and its currently existing subsidiaries on a

consolidated basis,

·
the term "Intelsat Luxembourg" refers to Intelsat (Luxembourg) S.A., Intelsat S.A.'s direct wholly-owned subsidiary,

·
the terms "Intelsat Jackson" and "Issuer" refer to Intelsat Jackson Holdings S.A., Intelsat Luxembourg's direct

wholly-owned subsidiary,

·
the term "Intelsat Global Holdings" refers to Intelsat Global Holdings S.A.,

·
the term "Intelsat Investment Holdings" refers to Intelsat Investment Holdings S.à r.l., Intelsat Global Holdings'

direct wholly-owned subsidiary,

·
the term "Intelsat Holdings" refers to Intelsat Holdings S.A., Intelsat Investment Holdings' direct wholly-owned

subsidiary, and

·
all references to transponder capacity or demand refer to transponder capacity or demand in the C-band and

Ku-band only.
OUR COMPANY
Overview
We operate the world's largest satellite services business, providing a critical layer in the global communications
infrastructure. We generate more revenue, operate more satellite capacity, hold more orbital location rights, contract more
backlog, serve more commercial customers and deliver services in more countries than any other commercial satellite operator.
We provide diversified communications services to the world's leading media companies, fixed and wireless telecommunications
operators, data networking service providers for enterprise and mobile applications, multinational corporations and Internet
service providers ("ISPs"). We are also the leading provider of commercial satellite capacity to the U.S. government and other
select military organizations and their contractors.
Our network solutions are a critical component of our customers' infrastructures and business models. Our customers use
our global network for a broad range of applications, from global distribution of content for media companies to providing the
transmission layer for unmanned aerial vehicles to enabling essential network backbones and broadband access networks for
telecommunications providers, including in emerging regions. In addition, our satellite solutions provide higher reliability than is
available from local terrestrial telecommunications services in many regions and allow our customers to reach geographies that
they would otherwise be unable to serve.
We believe that we have one of the largest, most reliable and most technologically advanced commercial communications
networks in the world. Our global communications system features a fleet of over 50 geosynchronous satellites that covers more
than 99% of the world's populated regions. Our satellites primarily provide services in the C- and Ku-band frequencies, which
form the largest part of the fixed satellite services ("FSS") sector. Our satellite capacity is complemented by our suite of
IntelsatOne m
SM
anaged services, including

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our terrestrial network comprised of leased fiber optic cable, multiplexed video and data platforms and owned and operated
teleports. Our satellite-based network solutions offer distinct technical and economic benefits to our target customers and provide
a number of advantages over terrestrial communications systems, including the following:

·
Fast and scalable media and communications infrastructure deployments;

·
Superior end-to-end network availability as compared to the availability of terrestrial networks, due to fewer potential

points of failure;

·
Highly reliable bandwidth and consistent application performance, as satellite beams effectively blanket service

regions;

·
Ability to extend beyond terrestrial network end points or to provide an alternative path to terrestrial infrastructure;

·
Efficient content distribution through the ability to broadcast high quality signals from a single location to many

locations simultaneously;

·
Video neighborhoods, or capacity at orbital locations with a large number of consumer dishes or cable headend dishes

pointed to them maximizing potential distribution of television programming; and

·
Rapidly deployable communications infrastructure for disaster recovery.
As of September 30, 2012, our contracted backlog, which is our expected future revenue under existing customer contracts,
was approximately $10.8 billion, or more than four times our 2011 annual revenue. For the nine months ended September 30,
2012 and for the year ended December 31, 2011, we generated revenue of approximately $1.9 billion and $2.6 billion,
respectively.
We believe we are well-positioned to enjoy growth in free cash flow in the near future based on the following factors:

·
Significant long-term contracted backlog, enabling us to generate steady and predictable revenue streams;

·
High operating leverage, which has allowed us to generate an average Adjusted EBITDA margin of 78% over the three

year period ended December 31, 2011;

·
Our $3.7 billion fleet investment program that began in 2008 will be substantially complete in 2012, enhancing our

future revenue potential; and

·
A stable, efficient and sustainable tax profile for our global business.
We believe that our leadership position in our attractive sector, global scale, efficient operating and financial profile,
diversified customer sets and sizeable contracted backlog, together with the growing worldwide demand for reliable bandwidth,
provide us with a platform for success.
Our Sector
Satellite services are an integral and growing part of the global communications infrastructure. Through unique capabilities,
such as the ability to effectively blanket service regions, to offer point-to-multipoint distribution and to provide a flexible
architecture, satellite services complement, and for certain applications are preferable to, terrestrial telecommunications
services, including fiber and wireless technologies. The FSS sector is expected to generate revenues of approximately $11.6
billion in 2013, and C- and Ku-band transponder service revenue is expected to grow by a compound annual growth rate
("CAGR") of 4.1% from 2012 to 2017 according to a study issued in 2012 by NSR, a leading international market research and
consulting firm specializing in satellite and wireless technology and applications.

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In recent years, the addressable market for FSS has expanded to include mobile applications because existing mobile
satellite systems cannot provide the broadband access required by high bandwidth mobile platforms, such as ships and aircrafts,
including unmanned aerial vehicles.
Our sector is noted for having favorable operating characteristics, including long-term contracts, high renewal rates and
strong cash flows. The fundamentals of our sector--solid growth in demand, moderate price improvements and high operating
margins--were maintained throughout the recent economic downturn.
There is a finite number of geostationary orbital slots in which FSS satellites can be located, and many orbital locations
already hold operational satellites pursuant to complex regulatory processes involving many international and national
governmental bodies. We currently hold the largest number of rights to orbital slots in the most valuable C- and Ku-band
spectrums.
We believe a number of fundamental trends are creating increasing demand for satellite services:

·
Globalization of economic activities is increasing the geographic expansion of corporations and the communications

networks that support them while creating new audiences for content;

·
Connectivity and broadband access are essential elements of infrastructure supporting the rapid economic growth of

developing nations;

·
The emergence of new content consumers resulting from economic growth in developing regions results in increased

demand for free-to-air and pay-TV content, including cable and direct-to-home ("DTH");

·
Proliferation of formats results in increased bandwidth requirements as content owners seek to maximize distribution to

multiple viewing audiences across multiple technologies;

·
Mobility applications, such as wireless phone services, maritime communications and aeronautical services, are

fueling demand for mobile bandwidth; and

·
Increased government applications resulting from significant technology advancements in aeronautical data and video

services.
Our Strategy
We seek revenue growth and increased cash flows by expanding our leading infrastructure business in high growth regions
and applications while maintaining our focus on operational discipline. Given our efficient operating structure, we believe our
strategies will position us to continue to deliver high operating margins, and to generate strong cash flow and growth as our
current fleet investment program is completed. The key components of our strategy include the following:
Focus our core business on attractive and growing broadband, mobility and media applications and innovative
government solutions
We are a business-to-business provider of critical communications infrastructure. We have an industry-leading position in
each of the customer sets served by our business. We intend to leverage our leading position, customer relationships, global
network and regional strengths to capture new business opportunities as our customers expand their service territories, introduce
new offerings and add new capabilities.

Provide broadband services in support of growing demand from emerging
Network Services:
regions and mobility applications such as those serving the maritime and
aeronautical industries and capacity to support continued expansion of cellular
networks in emerging regions.

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Supply capacity to support new and expanding DTH television platforms and
Media:
global content distributions.

Deliver bandwidth to support transmission requirements from mobile platforms,
Government:
including drones, access to space for hosted payloads and diversified solutions
for complex global networks.
Optimize our space-based assets, including orbital locations and spacecraft
We intend to maximize the revenues and returns generated by our assets by managing capacity in a disciplined and efficient
manner. Key elements of our strategy include:

·
Relocating bandwidth in order to support customer growth or to capture emerging opportunities. For instance, in 2009

we moved two satellites in our fleet to new orbital locations in a matter of months in order to support special military
requirements;

·
Optimizing our space-based assets by creating additional marketable capacity through re-assigning traffic (grooming),

repointing steerable beams and relocating satellites; and

·
Allocating capital based on expected returns and market demand, and being disciplined in the selection of the number,

size and characteristics of replacement and new satellites to be launched. We do not expect to replace our existing fleet
of over 50 satellites on a one-for-one basis.
Leverage the growth capacity resulting from completion of the current fleet investment program
Our $3.7 billion fleet investment program that began in 2008 will be substantially complete in 2012. We will utilize our new
and enhanced capacity to support our customers' business needs and to increase our revenue growth potential. Key characteristics
of our refreshed fleet are expected to include:

·
A significant increase in the proportion of high-power, land mass-focused transponders suitable for broadband and

video applications;

·
Expanded capacity to serve our faster-growth network services and government customers, particularly in emerging

regions;

·
Ku-band "mobility beams," providing highly reliable broadband capability for maritime and aeronautical applications

on a global basis;

·
Expanded capacity at our most valuable regional video distribution neighborhoods;

·
Reduced risk of anomalies resulting from the replacement of satellites with known health issues; and

·
A modest increase in the total amount of station-kept transponder capacity after the majority of the remaining satellites

in this program have been launched and placed into service in 2013.
In addition, we intend to leverage our frequent satellite launches and collection of orbital rights to address opportunities to
supply specialized capabilities for large media companies and government applications. For instance, in September 2011 we
announced an agreement with DIRECTV Latin America to provide customized services for DTH satellite services on two new
satellites, and we recently integrated a specialized payload for the Australian Defence Force into our Intelsat 22 satellite, which
we launched in 2012.
Incorporate new technology into our core network to capture growth from new applications and evolving customer
requirements
Our global scale, leadership position and technical expertise in procuring and designing satellites enable us to identify and
capitalize on new opportunities in satellite services. As satellites reach the end of their service lives, we have an ongoing
opportunity to refresh the technology we use to serve our customers, resulting in

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flexibility to address new opportunities as they are identified. As a result, we believe that we are well positioned to efficiently
incorporate new technologies into our network, such as:

·
The use of high throughput satellites, such as our Intelsat EPIC p
NG latform, to significantly improve the performance of
our network and thereby decrease our cost per bit delivered, increasing the value we can provide to customers and

expanding our addressable market into new fixed and mobile broadband applications, including maritime and
aeronautical services;

·
IP-based networking and distribution, including growing use of new media formats and compression techniques, as

well as infrastructure applications in emerging regions;

·
Enhanced technology for our terrestrial network to deliver converging video and IP content, thus expanding the services

we provide to the media and telecommunications industries; and

·
Compression technologies for our ground network to reduce the bandwidth necessary for network service applications,

increasing our customers' efficiency and expanding our market potential, particularly in emerging regions.
Drive innovation through creative acquisitions and new business models
Our record of capitalizing on strategic growth opportunities through targeted acquisitions is well established. In addition,
we have demonstrated our ability to integrate acquisitions efficiently and quickly, due to our scale and our centralized satellite
operations philosophy. Going forward, we will consider select acquisitions of complementary businesses or technologies that
enhance our product and geographic portfolio and can benefit from our scale, scope and status as a global leader.
Recent Transactions
On October 3, 2012, Intelsat Jackson completed an offering of $640,000,000 aggregate principal amount of 65/8% Senior
Notes due 2022 (the "2022 Jackson Notes"). The net proceeds from the offering were used by Intelsat Jackson to repurchase or
redeem all of its outstanding 11 /
1 4% Senior Notes due 2016 (the "2016 Intelsat Jackson Notes") as described below.
On September 19, 2012, Intelsat Jackson commenced a tender offer (the "Tender Offer") to purchase for cash any and all of
its outstanding $603.2 million aggregate principal amount of 2016 Intelsat Jackson Notes. On October 3, 2012, Intelsat Jackson
used a portion of the proceeds from the sale of the 2022 Jackson Notes to purchase $442,302,000 aggregate principal amount of
2016 Intelsat Jackson Notes tendered in connection with the Tender Offer. On October 18, 2012, Intelsat Jackson used an
additional portion of such proceeds to purchase $20,000 aggregate principal amount of 2016 Intelsat Jackson Notes tendered in
connection with the Tender Offer. On November 2, 2012, Intelsat Jackson redeemed all of the remaining outstanding 2016 Intelsat
Jackson Notes at a redemption price of 103.75% of the principal amount thereof, plus accrued and unpaid interest (the
"Redemption").
On October 3, 2012, Intelsat Jackson entered into an Amendment and Joinder Agreement (the "Jackson Credit Agreement
Amendment"), which amended the Intelsat Jackson Secured Credit Agreement. As a result of the Jackson Credit Agreement
Amendment, interest rates for borrowings under the term loan facility and the revolving credit facility will be (i) the London
Inter-Bank Offered Rate ("LIBOR") plus 3.25%, or (ii) the Above Bank Rate ("ABR") plus 2.25%. Following the Jackson Credit
Agreement Amendment, the interest rate may decrease to LIBOR plus 3.00% or ABR plus 2.00% based on the corporate family
rating of Intelsat Jackson from Moody's Investors Service, Inc. LIBOR and the ABR, plus the applicable margins, will be
determined as specified in the Intelsat Jackson Secured Credit Agreement, as amended by the Jackson Credit Agreement
Amendment, and LIBOR will not be less than 1.25% per annum.

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On October 5, 2012 Intelsat S.A. purchased Convergence SPV Ltd.'s ("Convergence Partners") 25.1% equity interest in
New Dawn Satellite Company, Ltd. ("New Dawn"), the joint venture that owns the Intelsat New Dawn satellite (the "New Dawn
Equity Purchase"). As a result, Intelsat became the sole owner of the Intelsat New Dawn satellite, which was re-named Intelsat
28. The joint venture is fully consolidated in our financial statements. In connection with the New Dawn Equity Purchase, on
October 5, 2012, Intelsat also repaid in full the remaining $82.6 million outstanding under the New Dawn secured credit
agreement, dated December 5, 2008, and related interest rate swaps.
The offering of the 2022 Jackson Notes, the Tender Offer, the Redemption, the New Dawn Equity Purchase and repayment of
the outstanding borrowings under the New Dawn secured credit agreement are collectively referred to as the "Recent
Transactions." Except where explicitly stated otherwise herein, or where the context otherwise requires, the information in this
prospectus, including all financial and pro forma information, does not give effect to the Recent Transactions.
Corporate and Other Information
The Issuer and certain of the guarantors are public limited liability companies (sociétés anonymes) that are registered in
Luxembourg. The Issuer is registered at the Register of Commerce and Companies in Luxembourg (the "R.C.S. Luxembourg")
under number B 149959, Intelsat S.A. is registered at the R.C.S. Luxembourg under number B 149970 and Intelsat Luxembourg is
registered at the R.C.S. Luxembourg under the number B 149942. The mailing address and telephone number of the registered
office of each of these companies is: 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg, tel: +(352)
27-84-1600.

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