Obligation Eutelsat Group 3.125% ( FR0011339746 ) en EUR

Eutelsat Group

100 % ▲

France

FR0011339746 ( en EUR )

3.125% par an ( paiement annuel )

09/10/2022 - Obligation échue

Prospectus brochure de l'obligation Eutelsat SA FR0011339746 en EUR 3.125%, échue

100 000 EUR

300 000 000 EUR

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

L'Obligation émise par Eutelsat Group ( France ) , en EUR, avec le code ISIN FR0011339746, paye un coupon de 3.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/10/2022

EUTELSAT S.A.
300,000,000 3.125% BONDS DUE 2022
ISSUE PRICE: 99.148 PER CENT

The 300,000,000 aggregate principal amount 3.125% per cent. bonds due 10 October 2022 (the Bonds) of Eutelsat S.A. (the Issuer) will be issued outside the Republic of
France on 9 October 2012 (the Bond Issue).
Each Bond will bear interest on its principal amount at a fixed rate of 3.125 percent. per annum from (and including) 9 October 2012 (the Issue Date) to (but excluding)
10 October 2022, payable in Euro annually in arrears on 10 October in each year and commencing on 10 October 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
10 October 2022 (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".
Application has been made to 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, as amended by the Luxembourg Act dated 3 July 2012 (the Prospectus Act) to approve this document (the Prospectus) as a
prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and the Council dated 4 November 2003, as amended, 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 book-entries in compliance with Article L. 211-3 et seq.
and R. 211-1 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).
The Bonds have been assigned a rating of BBB by Standard & Poor's Credit Market Services Europe Limited (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 registered credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website
(http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) 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 Bookrunners

Crédit Agricole CIB
Société Générale Corporate & Investment Banking

Date: 5 October 2012

TABLE OF CONTENTS

Page
RESPONSIBILITY STATEMENT ............................................................................................................................. 3
IMPORTANT INFORMATION FOR INVESTORS .................................................................................................... 4
RISK FACTORS ..................................................................................................................................................... 8
SELECTED FINANCIAL INFORMATION OF EUTELSAT S.A. ................................................................................. 28
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................. 31
TERMS AND CONDITIONS OF THE BONDS ....................................................................................................... 33
USE OF PROCEEDS ............................................................................................................................................ 46
INFORMATION ABOUT THE ISSUER .................................................................................................................. 47
BUSINESS OVERVIEW........................................................................................................................................ 54
RECENT DEVELOPMENTS .................................................................................................................................. 88
TAXATION ......................................................................................................................................................... 90
SUBSCRIPTION AND SALE ................................................................................................................................. 94
GENERAL INFORMATION .................................................................................................................................. 97
GLOSSARY OF TERMS ..................................................................................................................................... 100

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 Joint Bookrunners (as defined under the section entitled "Subscription and Sale") have not
verified the information contained in this Prospectus. The Joint Bookrunners do not make any
representation, warranty or undertaking, express or implied, and no responsibility or liability is
accepted by the Joint 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 Joint 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 Joint 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 Joint 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 Joint 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 Joint 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 Joint 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 Joint 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 any responsibility for facilitating any such distribution or offering.
In particular, no action has been taken by the Issuer or the Joint 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, Crédit Agricole Corporate and Investment Bank (the
Stabilising Manager) (or any person acting on behalf of the Stabilising Manager) may over-allot
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 over-allotment
5

must be conducted by the 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 Joint 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 Joint
Bookrunners nor the Issuer have independently verified this information and the Joint 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 forward-looking 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 forward-looking 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. Forward-looking 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 forward-looking 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 forward-looking statements. The Issuer
undertakes no obligation to update the forward-looking statements contained in this Prospectus or
any other forward-looking statement it may make.

6

INFORMATION SOURCED FROM THIRD PARTIES
Certain information contained in this Prospectus has been sourced from third party sources. While
the Issuer believes that the information sourced from third parties, which is reproduced in this
Prospectus, is reliable, the Issuer has not independently verified such information.

7

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.
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 seven new satellites (EUTELSAT 21B, EUTELSAT 70B, EUTELSAT 25B,
EUTELSAT 3D, EUTELSAT 3B, EUTELSAT 9B and EUTELSAT 8 West B) before the end of calendar year
2015. 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.
8

Access to space according to the Group's timetable is a crucial part of its satellite deployment
plan and growth strategy.
Given the small number of launch service providers with the technical ability to launch the satellites
currently on order, as well as future satellites that have not yet been ordered, the Group considers
that this small number constrains its operating flexibility and could increase the cost of its launch
programme within the timeframe set out by the Group.
In order to keep as close as possible to the original timetable for its deployment plan and thereby
reduce costs, the Group has diversified its launch service providers. The Group thus currently
intends to use three different launch service providers: Arianespace, International Launch Services
(ILS) and Sea Launch Limited Partnership.
However, should one of the launch service providers prove incapable of meeting its contractual
commitments towards the Group within the specified deadline due to operating (e.g. following a
failed launch) or financial difficulties, the Group could re-allocate the satellite concerned to another
launch service provider or even, in some cases, sign new launch service contracts that could prove
more costly than the current contracts. Such events could have a significant detrimental impact on
the Group's business (e.g. delayed satellite activation) and financial position.
The Group's satellite deployment plan is dependent on several major suppliers.
The number of satellite manufacturers capable of designing and building satellites in compliance
with the technical specifications and quality required by the Group is limited, as is the number of
suppliers capable of launching these satellites. The limited number of suppliers could reduce the
Group's bargaining power and increase the cost of implementing its programme within the
scheduled timeframe.
As of 30 June 2012, future payments on satellite construction contracts amounted to 246 million
and future payments on launch contracts amounted to 336 million. These future payments are
spread over four years. The Group has also committed additional investments with other suppliers
for service provisions and acquisitions of fixed assets relating to the monitoring and control of
satellites.
During the year ended 30 June 2012, the Group's procurement from satellite manufacturers and
launch service providers stood at 388.3 million, with no single supplier representing more than
35% of this amount.
Satellite and launch service procurement, which for the years ended 30 June 2012 and
30 June 2011 represented 78% and 75% of Group acquisitions of tangible fixed assets respectively,
included payments to satellite manufacturers (EADS Astrium; Thales Alenia Space and Space
Systems Loral) and launch operators (Arianespace, International Launch Services, Sea Launch
Limited Partnership and China Great Wall Industry Corp (CGWIC)/Chinese Society of Astronautics
(CSA)).
The Group considers that it is not dependent on suppliers other than satellite manufacturers and
launch operators.
The limited number of suppliers could therefore have a significant negative impact on the Group's
business, financial situation and results.
9

The satellites operated by the Group may experience failures or malfunctions in orbit.
Satellites are sophisticated devices that are sensitive to the external environment. Once they are
in-orbit, malfunctions may occur for various reasons and reduce their remaining operating life
and/or permanently or intermittently reduce their transmission capacity, which could have a
significant adverse impact on the Group's business, financial situation and results.
In the event of a satellite failure or in-orbit malfunction, the Group may not be able to guarantee
continuity of service for all its clients by using redundant equipment or back-up capacity on another
satellite, particularly if there is a lack of available satellite capacity suitable for the needs of the
customers concerned. Similarly, the Group may not be able to guarantee continuity of service for
all customers at that orbital position by successfully launching a replacement satellite or one
capable of carrying out the tasks of the defective satellite.
In the event of a satellite failure or in-orbit malfunction, the Group may have difficulty in retaining
its customers (who could terminate or renegotiate their capacity allotment agreements) and might
not be able to enter into new capacity allotment agreements on satisfactory terms.
The Group does not have insurance coverage for all the in-orbit satellites it owns, and existing
insurance might not protect the Group against all damage suffered by its satellites.
The Group currently has an in-orbit insurance programme covering fifteen of its satellites on the
basis of their net book value. The policies cover the partial losses and/or deemed-total losses of the
insured satellites under certain conditions. In spite of total or partial insurance coverage, a failure
or loss of one or more of the Group's satellites could have a significant negative impact on its
business, financial situation and results.
Furthermore, this insurance programme does not protect the Group against losses such as
opportunity cost, interruption of business, delayed activations or loss of revenues.
Finally, insurance companies could challenge the causes of the failure or malfunction or the
amount of the indemnity. The Group cannot guarantee that in the event of a proven failure or
malfunction on any of its satellites covered under past insurance programmes, insurers would
compensate the Group within a reasonable timeframe or for the amount claimed by the Group. A
lack of compensation, late compensation or partial compensation of losses sustained could have a
significant adverse impact on the Group's business, financial situation and results.
In the future, insurance policy premiums for satellites in orbit and satellite launches could
increase and insurance cover could be more difficult to obtain or to renew.
During the financial year ended 30 June 2012, insurance premiums accounted for 3.4% of total
operating costs.
The main insurance policies of the Group cover in-orbit insurance policies, renewable on an annual
basis. The in-orbit insurance plan taken out by the Group was renewed in 2012 for a 12-month-
period starting on 1 July 2012.
Numerous factors, some of which are outside the Group's control, may affect the amount of
insurance premiums. Insurance premiums depend mainly of statistics on satellite failures or launch
failures across the sector as a whole.
10