Obligation Eutelsat Connect 5% ( FR0011164664 ) en EUR

Eutelsat Connect

100 % ▼

France

FR0011164664 ( en EUR )

5% par an ( paiement annuel )

14/01/2019 - Obligation échue

Prospectus brochure de l'obligation Eutelsat FR0011164664 en EUR 5%, échue

100 000 EUR

800 000 000 EUR

Eutelsat Communications est un opérateur de satellites de télécommunications fournissant des services de diffusion, de connectivité et de services gouvernementaux à travers le monde.

L'obligation de type financier, identifiée par le code ISIN FR0011164664, a été émise par Eutelsat, un acteur majeur et reconnu de l'industrie mondiale des satellites de télécommunications. Basée en France, Eutelsat se positionne comme l'un des principaux opérateurs mondiaux, fournissant un large éventail de services via sa flotte de satellites géostationnaires, allant de la diffusion de chaînes de télévision et de radio à la fourniture de connectivité internet à haut débit, en passant par des solutions de communication pour les entreprises et les gouvernements. Cette émission obligataire spécifique, libellée en Euros (EUR), proposait un taux d'intérêt annuel de 5% et représentait un montant total de 800 000 000 EUR sur le marché. La taille minimale d'acquisition pour les investisseurs était fixée à 100 000 EUR, et son prix actuel sur le marché était de 100% au moment de son échéance. Avec une maturité fixée au 14 janvier 2019 et une fréquence de paiement annuelle, cette obligation est désormais arrivée à son terme et a été intégralement remboursée à cette date, concluant ainsi son cycle de vie.

EUTELSAT S.A.
800,000,000 BONDS 5.00% DUE 2019
ISSUE PRICE: 99.186 PER CENT

The 800,000,000 aggregate principal amount 5.00 per cent. bonds due 14 January 2019 (the Bonds) of Eutelsat S.A. (the Issuer) will be issued outside the Republic of
France on 14 December 2011 (the Bond Issue).
Each Bond will bear interest on its principal amount at a fixed rate of 5.00 per cent. per annum from (and including) 14 December 2011 (the Issue Date) to (but excluding)
14 January 2019, payable in Euro annually in arrears on 14 January of each year and commencing on 14 January 2013, as further described in "Terms and Conditions of the
Bonds Interest".
Unless previously redeemed or purchased and cancelled in accordance with the terms and conditions of the Bonds, the Bonds will be redeemed at their principal amount on
14 January 2019 (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 the section "Terms and Conditions of the Bonds Redemption and Purchase Redemption for tax reasons".
The Bondholders may under certain conditions request the Issuer to redeem all or part of the Bonds following the occurrence of certain events triggering a downgrading of
the Bonds as further described in the Section "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".
Payments in respect of the Bonds will be made without deduction for, or on account of, French taxes to the extent set out in the section "Terms and Conditions of the Bonds
Taxation--Additional Amounts".
The Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for
securities (the Prospectus Act) has approved this document (the Prospectus) as a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (as amended by
Directive 2010/73/EU (except as otherwise specified herein) to the extent that such amendments have been implemented in a Member State of the European Economic
Area) on the prospectus to be published when securities are offered to the public or admitted to trading (the Prospectus Directive). Application has also been made to the
Luxembourg Stock Exchange for the Bonds to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg Stock Exchange as of the
Issue Date. The Luxembourg regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Investment Services Directive 2004/39/EC
on financial instruments markets. Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by approving this Prospectus, the CSSF gives no undertakings as to the
economic and financial soundness of the Bond Issue or the quality or solvency of the Issuer.
The Bonds will be issued in dematerialised form in a denomination of 100,000 and will at all times be evidenced by bookentries in compliance with Article L.2113 et seq.
and R.2111 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 S.A./N.V.(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 S.A./N.V. (Euroclear) and the
depositary bank for Clearstream Banking, société anonyme (Clearstream Luxembourg).
It is expected that the Bonds will be assigned a rating of BBB by Standard & Poor's Credit Market Services France SAS (S&P) and Baa2 by Moody's Investors Service Ltd
(Moody's). S&P and Moody's 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 Moody's are included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its
website 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 Securities Act), or an applicable exemption from
registration. The Bonds have not been and will not be registered under the 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 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.
Joint Global Coordinators and Joint Bookrunners
Crédit Agricole CIB
Mitsubishi UFJ Securities
Société Générale Corporate & Investment Banking
Joint Bookrunners
Banca IMI
Goldman Sachs International
Date: 12 December 2011

TABLE OF CONTENTS

Page
RESPONSIBILITY STATEMENT .............................................................................................................................3
IMPORTANT INFORMATION FOR INVESTORS ....................................................................................................4
SELECTED FINANCIAL INFORMATION OF EUTELSAT S.A. ...................................................................................7
RISK FACTORS ...................................................................................................................................................10
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................29
TERMS AND CONDITIONS OF THE BONDS........................................................................................................31
USE OF PROCEEDS ............................................................................................................................................45
INFORMATION ABOUT THE ISSUER..................................................................................................................46
BUSINESS OVERVIEW .......................................................................................................................................52
RECENT DEVELOPMENTS..................................................................................................................................85
TAXATION .........................................................................................................................................................94
SUBSCRIPTION AND SALE .................................................................................................................................98
GENERAL INFORMATION................................................................................................................................101
GLOSSARY OF TERMS .....................................................................................................................................106

2

RESPONSIBILITY STATEMENT
As of the date of this Prospectus, to the best knowledge of the Issuer, having taken all reasonable
care to ensure that such is the case, the information contained or incorporated by reference in this
Prospectus is in accordance with the facts and makes no omission likely to affect the import of such
information. The Issuer accepts responsibility for the information contained in this Prospectus
accordingly.
3

IMPORTANT INFORMATION FOR INVESTORS
References herein to the Issuer are to Eutelsat S.A. This Prospectus has been prepared for the
purpose of giving information with regard to (i) the Issuer, (ii) the Issuer and its subsidiaries (direct
or indirect) and affiliates taken as a whole (the Group) but excluding its controlling entities,
Eutelsat Communications S.A. and Eutelsat Communications Finance S.A.S., and (iii) the Bonds,
which is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position and profit and losses of the Issuer. No information contained in this Prospectus
may be used for any purposes other than investing in the Bonds.
Certain information contained in this Prospectus has been extracted from sources which the Issuer
believes to be reliable, specified in the sections where such information appears. The Issuer
confirms that such information has been accurately reproduced and that, so far as it is aware and is
able to ascertain from information published by the above sources, no facts have been omitted
which would render the information in this Prospectus inaccurate or misleading in any material
respect.
The Bookrunners (as defined under the section entitled "Subscription and Sale") have not verified
the information contained in this Prospectus. The Bookrunners do not make any representation,
warranty or undertaking, express or implied, and no responsibility or liability is accepted by the
Bookrunners or any of their respective affiliates, as to the accuracy or completeness of the
information contained in, or incorporated by reference in, this Prospectus or any other information
provided by the Issuer in connection with the issue of the Bonds.
Any decision to purchase any Bonds should be based on this Prospectus. No person is or has been
authorised by the Issuer or the Bookrunners or any of their affiliates to give any information or to
make any representation other than those contained in this Prospectus in connection with the
issue or sale of the Bonds and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer or the Bookrunners or any of their affiliates.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Bonds shall in any
circumstances imply that the information contained herein is correct at any time subsequent to the
date hereof, nor does the Issuer undertake to update this Prospectus except as may be required by
applicable law or regulations. The Bookrunners do not undertake to review the financial condition
or affairs of the Issuer during the life of the Bonds or to advise any investor in the Bonds of any
information coming to their attention.
Neither this Prospectus nor any other information provided in connection with the issue of the
Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or the Bookrunners that any recipient of this
Prospectus or any recipient of any other information supplied in connection with the issue of the
Bonds should purchase any Bonds. Neither this Prospectus nor any other information supplied in
connection with the issue and sale of the Bonds constitutes an offer or invitation by or on behalf of
the Issuer or the Bookrunners to any person to subscribe for or to purchase any Bonds.
Prospective investors contemplating purchasing any Bonds should rely on their own independent
investigation and appraisal of (a) the Issuer, the Group, their respective business, financial
condition and affairs and (b) the terms of the offering, including the merits and risks involved.
Investors should review, inter alia, the documents incorporated by reference into this Prospectus
when deciding whether or not to subscribe for or purchase the Bonds. The contents of this
Prospectus are not to be construed as legal, business, financial or tax advice. Each prospective
investor should consult its own advisers as to legal, tax, financial, credit and related aspects of an
4

investment in the Bonds. Potential investors should, in particular, read carefully the section entitled
"Risk Factors" set out below before making a decision to invest in the Bonds.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the
Issuer or the Bookrunners to subscribe or purchase, any of the Bonds in any jurisdiction where, or
to any person to whom, it is unlawful to make an offer or solicitation. The distribution of this
Prospectus and the offering and sale of the Bonds in certain jurisdictions, including the United
States, France, Luxembourg and other Member States of the European Economic Area, may be
restricted by law. The Issuer and the Bookrunners do not represent that this Prospectus may be
lawfully distributed, or that any Bonds may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume no responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Bookrunners which would permit a public
offering of any Bonds, and neither this Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this
Prospectus or any Bonds may come must inform themselves about, and observe any, such
restrictions on the distribution of this Prospectus and the offering and sale of Bonds. In particular,
there are restrictions on the distribution of the Prospectus and the offer or sale of Bonds in the
United States, the United Kingdom and France (see Subscription and Sale).
The Bonds have not been and will not be registered under the 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 Securities Act (Regulation S)).
The information in the sections concerning clearing systems has been obtained from sources that
the Issuer believes to be reliable. The Issuer accepts no responsibility for the accuracy of such
information, other than for the correct extraction and reproduction of such information. If
investors want to use the facilities of Euroclear France, Clearstream Luxembourg or Euroclear, they
should confirm the continued applicability of the rules, regulations and procedures of Euroclear
France, Clearstream Luxembourg or Euroclear, as applicable. The Issuer will not be responsible or
liable for any aspect of the records held through the facilities of Clearstream or Euroclear or for
maintaining, supervising or reviewing any such records.
An application has been made to admit the Bonds to listing on the Official List of the Luxembourg
Stock Exchange and to trading on the Luxembourg regulated market but we cannot guarantee that
our application to listing and trading of the Bonds will be approved as at the Issue Date or any time
after the Issue Date.
In this Prospectus, unless otherwise specified or the context requires, references to "Euro", "EUR"
and "" are to the single currency of the participating member states of the European Economic
and Monetary Union.
In connection with the issue of the Bonds, Société Générale (the Stabilising Manager) (or any
person acting on behalf of the Stabilising Manager) may overallot Bonds or effect transactions
with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person
acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the Bonds is made and, if begun, may be ended at any time, but must end no later than
the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the
allotment of the Bonds. Any stabilisation action or overallotment must be conducted by the
5

Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance
with all applicable laws and rules.
The market data and other statistical information used throughout this Prospectus are based on
estimates which the Issuer has made in good faith, review by the Issuer of internal surveys as well
as analysis prepared, based on or derived from independent industry publications, government
publications, reports by market research firms or other published independent sources. These
publications and surveys generally state that they contain information from sources believed to be
reliable but do not guarantee the accuracy and completeness of such information. While the Issuer
believes these sources are reliable and such information was accurately reproduced in this
Prospectus, the Issuer has not verified the research by any independent source.
The Issuer cannot assure that any of the assumptions underlying these statements are accurate or
correctly reflect the Issuer's position in the industry and none of the internal surveys or information
of the Issuer has been verified by any independent sources. Neither the Bookrunners nor the Issuer
make any representation or warranty as to the accuracy or completeness of this information. All of
the information set forth in this Prospectus relating to the operations, financial results or market
share of our competitors has been obtained from information made available to the public in such
companies' publicly available reports and independent research, as well as from the Issuer's
experience, internal studies, estimates and investigation of market conditions. Neither the
Bookrunners nor the Issuer have independently verified this information and the Bookrunners and
the Issuer cannot guarantee its accuracy.
Potential investors must rely upon their own examination of the Issuer and the financial statements
presented in this Prospectus. Certain financial information contained or incorporated by reference
in this Prospectus has been rounded and, as a result, the figures shown as totals may vary slightly
from the exact arithmetic aggregation of the figures that precede them.
Certain statements contained herein are forwardlooking statements including, but not limited to,
statements that are predictions of or indicate future events, trends, plans or objectives, based on
certain assumptions and include any statement that does not directly relate to a historical fact or
current fact. The Issuer may also make forwardlooking statements in its audited annual financial
statements, in its interim financial statements, in its prospectuses, in press releases and other
written materials and in oral statements made by its officers, directors or employees to third
parties. Forwardlooking statements are typically identified by words or phrases such as, without
limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend",
"may increase" and "may fluctuate" and similar expressions or by future or conditional verbs such
as, without limitation, "may", "will", "should", "would" and "could." Although the Issuer believes
that expectations reflected in its forwardlooking statements are reasonable as of the date of this
Prospectus, there can be no assurance that such expectations will prove to have been correct.
Undue reliance should not be placed on such statements, because, by their nature, they are subject
to known and unknown risks, uncertainties, and other factors. These factors include those set forth
in section entitled "Risk Factors" below.
The risks described in this Prospectus are not the only risks an investor should consider. New risk
factors emerge from time to time and it is not possible for the Issuer to predict all such risk factors
on its business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forwardlooking statements. The Issuer
undertakes no obligation to update the forwardlooking statements contained in this Prospectus or
any other forwardlooking statement it may make.
6

SELECTED FINANCIAL INFORMATION OF EUTELSAT S.A.
The tables below provide selected financial information from the Issuer's consolidated balance
sheets, income statements, EBITDA calculations and statements of consolidated cash flows, in
compliance with, for the purposes of the issue of the Bonds contemplated in this Prospectus, IFRS
for the last two financial years ended 30 June 2010 and 30 June 2011. The Issuer's 2010 Financial
Statements and 2011 Financial Statements have been audited by Ernst & Young Audit and Mazars.
The main accounting principles used by the Issuer in preparing its consolidated financial statements
for the last two financial years are set out in Notes 3 and 4 of the notes to the Issuer's 2010
Financial Statements and 2011 Financial Statements.
Selected financial information from the Consolidated Balance Sheets of the Issuer

Eutelsat S.A.
For the year ended
30 June 2011
(in millions Euros)
30 June 2010
(Audited)
(Audited)
Total of noncurrent assets
2,781.3
2,860.3
Total current assets
379.9
409.3
Total assets
3,161.2
3,269.7
Total shareholders' equity
1,579.4
1,780.3
Total noncurrent liabilities
1,342.3
1,233.0
Total current liabilities
239.5
256.4
Total liabilities and shareholders' equity
3,161.2
3,269.7
NET DEBT(1)
1,193.7
966.0

(1) Net debt includes all bank debt and Intragroup loans as well as debt associated with longterm leases, minus cash and marketable
securities (net of credit balances with banks).

7

Selected financial information from the Consolidated Income Statements of the Issuer

Eutelsat S.A.
For the year ended
30 June 2011
(in millions Euros)
30 June 2010
(Audited)
(Audited)
REVENUES
1,048.7
1,169.9
Operating costs
(80.8)
(89.0)
Selling, general and administrative expenses
(132.6)
(148.5)
Depreciation and amortisation
(269.0)
(236.0)
Other operating income
0.2
235.4
Other operating charges
(5.9)
(236.1)
OPERATING INCOME
560.6
695.6
Net financial items
(43.6)
(31.9)
CONSOLIDATED NET INCOME
354.4
452.9
NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
353.6
452.6

Selected financial information from the Consolidated Statements of Cash Flow of the Issuer

Eutelsat S.A.
For the year ended
30 June 2011
(in millions Euros)
30 June 2010
(Audited)
(Audited)
Net cash flows from operating activities
682.6
807.4
Net cash flows used in investing activities
(491.2)
(248.1)
Net cash flows used in financing activities
(288.5)
(469.2)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(97.5)
90.8

8

Other Selected Financial Information: EBITDA

Eutelsat S.A.
For the year ended
(in millions Euros)
30 June 2010
30 June 2011
Revenues
1,048.7
1,169.9
Operating expenses(1)
(213.4)
(237.6)
EBITDA(2)
835.3
932.4
EBITDA margin (as a percentage of revenues)
79.7%
79.7%

(1) Operating expenses are defined as operating costs plus selling, general and administrative expenses.
(2) EBITDA is defined as operating income before depreciation and amortisation and other operating revenue and expenses.
EBITDA is not a GAAP measure and as such it is not audited or reviewed by the auditors. EBITDA
does not constitute a measure of financial performance. It should not be compared to operating
income, net income or cash flow from operating activities. Nor should it be used as an indicator of
profitability or liquidity. Likewise, it should not be used as an indicator of past or future operating
results. EBITDA is calculated differently from one company to another, and accordingly the
information given in this Prospectus about EBITDA should not be compared to EBITDA information
reported by other companies.
Order Backlog Evolution

Eutelsat S.A.

30 June 2010
30 June 2011
Value of contracts (in billions of Euros)
4.9
5.0
Weighted remaining duration of contracts
8.0
7.5
Portion relating to Video Applications
92%
91%
At 30 June 2011, the Group's order backlog totalled 5.0 billion Euros or more than 4.2 times annual
revenues, compared with 4.9 billion Euros at 30 June 2010.
9

RISK FACTORS
The following is a summary of certain aspects of the offering of the Bonds of which prospective
investors should be aware. Prior to making an investment decision, prospective investors should
consider carefully all of the information set out in this Prospectus, including in particular the risk
factors detailed below. This summary is not intended to be exhaustive and prospective investors
should make their own independent evaluations of all investment considerations and should also
read the detailed information set out elsewhere in this Prospectus.
Terms defined in the section entitled "Terms and Conditions of the Bonds" shall have the same
meaning where used below.
The Issuer believes that the factors described below represent the principal risks associated with
investing in the Bonds, but the inability of the Issuer to pay interest, principal or other amounts on
or in connection with the Bonds may occur for other reasons which may not be considered
significant risks by the Issuer based on information currently available to it or which it may not
currently be able to anticipate. Additional risks or uncertainties not known to the Issuer as at the
date of this Prospectus, or that the Issuer believes are immaterial may also impact on the business
operations of the Issuer. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus and reach their own views prior to making any investment decision.
1.
RISKS RELATING TO THE ISSUER AND THE GROUP
The risks described below are those identified by the Issuer that could have an adverse effect on
the Group's situation. Additional risks, which are either not currently known or not considered
likely to materialise, as at the date of this Prospectus may also exist, such additional risks could
materially and adversely affect the Group's business, financial condition or the results of its
operations. The occurrence of one or more of these risks could also have an adverse effect on the
Group's situation.
Risks inherent to business
The Group might not be able to meet its launch or activation timetables for its new satellites.
The Group plans to launch six new satellites (W6A, W5A, EUROBIRDTM2A, W3D, EUTELSAT 3B and
EUTELSAT 9B) before the end of calendar year 2014. The purpose of these satellites is to ensure
continuity of service provided by some existing satellites, increase resources in certain orbital
positions, consolidate the Group's service offering and step up the level of security at certain
orbital positions.
The Group may not be able to comply with the currently scheduled timetable for launching these
new satellites.
Moreover, the limited number of launch service operators reduces the Group's flexibility and
options when it comes to transferring planned launches from one provider to another in the event
of a launch being delayed or a launch failure.
A significant delay in satellite construction, or a delay or failure in the launch of one of these
satellites, would impair the Group's ability to generate new sales opportunities, implement its
development strategy, meet its contractual service continuity commitments to customers and end
users, or meet its growth objectives. Any significant delay or failure in the launch of any of its
satellites could thus have a significant negative impact on the Group's business, financial situation,
results and objectives.
10