ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Plan Support Agreement
As previously reported, on
On
The PSA contains certain covenants on the part of the Debtors and the Consenting Creditors, including that the Consenting Creditors, among other things, (i) vote in favor of the Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (as proposed, the "Plan") under Chapter 11 contemplated by the PSA, (ii) use commercially reasonable efforts to exercise any powers or rights available to them (including in any board, or creditors', or shareholders' meeting (including any special meeting), including by proxy vote or otherwise, or in any other process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably requested or necessary to implement the Restructuring Transactions (as defined in the Plan), (iii) support the Settlement Agreement and entry of the Settlement Order (each as defined in the PSA), (iv) support the entry of the Guarantee Litigation Scheduling Order (as defined in the PSA); (v) use commercially reasonable efforts to cooperate with and assist the Debtors in obtaining additional support for the Restructuring Transactions from the Debtors' other stakeholders, (vi) support any motion filed by any Debtor in furtherance of obtaining necessary or desirable regulatory approvals for the Restructuring Transactions; and (vii) use commercially reasonable efforts to (1) support any action by the Debtors to obtain regulatory approvals required or desirable for the consummation of the Restructuring Transactions and (2) provide any and all information needed to effectuate regulatory approvals (subject to reasonable and customary exclusions for privilege and confidentiality). The PSA further provides that the Debtors shall achieve certain milestones (unless extended or waived in writing), including:
(a) no later than one (1) day after the date that the requisite number of PSA Parties has executed and delivered signature pages so that the PSA becomes effective and binding on the PSA Parties (the "Agreement Effective Date"), the Debtors shall have filed with theBankruptcy Court the Plan and the Disclosure Statement for the Plan (the "Disclosure Statement"); (b) no later than forty-five (45) days after the Execution Date, theBankruptcy Court shall have entered an order approving the Disclosure Statement; (c) no later than one hundred (100) days after the Execution Date, a hearing on confirmation of the Plan shall have occurred; (d) no later than one hundred and twenty (120) days after the Execution Date, theBankruptcy Court shall have entered an order confirming the Plan and an order approving the Settlement Agreement; and (e) no later than the one hundred and eighty (180) days, as may be extended, after the Agreement Effective Date, all conditions to the occurrence of the Effective Date (as defined in the PSA) shall have either been satisfied or waived in accordance with the PSA and the Effective Date shall have occurred.
A copy of the PSA is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the PSA is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the PSA.
ITEM 7.01. REGULATION FD DISCLOSURE.
Plan / Disclosure Statement
In connection with the PSA, on
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The Plan and Disclosure Statement, as well as other court filings and information about the Chapter 11 Cases, can be accessed free of charge at a website maintained by the Debtors' claims, noticing, and solicitation agent, Stretto, at https://cases.stretto.com/intelsat, or by calling (855) 489-1434 (toll-free) or (949) 561-0347 (international).
Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Plan or Disclosure Statement, third-party actions, or otherwise, and should not be relied upon by any party. The documents and other information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.
Press Release
On
A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
Cleansing Materials
In connection with the Chapter 11 Cases and potential transactions involving the Company and/or certain of the Company's indebtedness, the Company entered into confidentiality agreements (collectively, the "NDAs") in which the Company agreed to publicly disclose certain information, including material non-public information thereunder (the "Cleansing Materials"), upon the occurrence of certain events set forth in the NDAs. The Company is furnishing the Cleansing Materials as Exhibits 99.2, 99.3 and 99.4 hereto in satisfaction of its obligations under such NDAs.
While discussions are ongoing, as of
Neither the Debtors' filing of the Plan and Disclosure Statement, nor this
Current Report, is a solicitation of votes to accept or reject the Plan. Votes
on the Plan may not be solicited until a disclosure statement has been approved
by the
The information contained in this 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding the Company's Securities
The Company cautions that trading in the Company's securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the Chapter 11 Cases. The Company expects that holders of the Company's common shares could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits attached hereto contains "forward-looking statements" related to future events. Forward-looking statements contain words such as "expect," "anticipate," "could," "should," "intend," "plan," "believe," "seek," "see," "may," "will," "would," or "target." Forward-looking statements reflect the Company's current expectations and assumptions regarding its business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and the Company's current business plans. Such forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks.
The Cleansing Materials contain discussion materials regarding the Company's
financial condition and results of operations, including certain financial
projections. Additionally, the Cleansing Materials contain forward-looking
statements, including any projections and forecasts, based solely on information
available to it as of the date of the Cleansing Materials and may differ from
actual results and such differences may be material. Any financial projections
or forecasts included in the Cleansing Materials were not prepared with a view
toward public disclosure or compliance with the published guidelines of the
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Any forward-looking statements are also subject to the risk factors and
cautionary language described from time to time in the reports the Company files
with the
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description 10.1 Plan Support Agreement, dated as ofAugust 24, 2021 , among the Debtors and Consenting Creditors. 99.1 Press Release, dated as ofAugust 24, 2021 . 99.2 Cleansing Materials - DIP Amendment Term Sheet. 99.3 Cleansing Materials - Selected Tax Matters. 99.4 Cleansing Materials - Convertible Noteholder Group Restructuring Proposal. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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