ICF
London, United Kingdom
ICF
London, United Kingdom

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News Article | May 3, 2017
Site: www.prnewswire.com

ICF "is a type of permanent concrete formwork that creates the external wall envelope of a building." Typically, it is standard reinforced concrete sandwiched between two faces of low absorptive, foam plastic insulating material.  Its unique, lightweight structure allows crews to construct buildings more quickly and easily than conventional methods, without compromising the integrity of the structure. "ICF is faster than building with wood, [and] concrete doesn't combust as wood does, that's the truth," said Eric Coleman, a developer with EYC Companies in a video released in August.  "When you stack foam against concrete, it's the most insulated envelope… it's a far better product for an exterior envelope of a building than any wood wall." Wednesday's roundtable and tour was organized in part to serve as an information opportunity for developers interested in learning about the benefits of building multi-family residential buildings with ICFs.  The conversation went on to include a discussion of emerging trends in housing and development, innovations in concrete construction, and a white paper and case study examples that showcase the benefits of concrete to design structures. The benefits of ICF are obvious. In addition to being easy to work with due to its simple design, ICF can be constructed in the winter at lower temperatures without the need for insulating blankets or a heating source.  It is also highly energy-efficient thanks to insulating properties within the wall structure, and it is inherently resistant to tornados, hurricanes, fire, rot and rusting.  It also has noise-cancelling properties, it costs the same as other materials, and it has a proven history around the world. "Concrete has proven itself time and again as a vastly superior building material when it comes to strength and durability," said Kevin Lawlor, a spokesperson for Build With Strength.  "When you factor in the speed and ease of use of Insulated Concrete Forms, the advantages are more clear." To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/build-with-strength-tours-cutting-edge-charleston-apartment-complex-17-south-300450760.html


News Article | May 4, 2017
Site: www.businesswire.com

FAIRFAX, Va.--(BUSINESS WIRE)--ICF (NASDAQ:ICFI), a consulting and technology services provider to government and commercial clients around the world, reported results for the first quarter ended March 31, 2017. “Revenue growth of 4.5 percent in the first quarter represented a solid start to 2017, with each of our key client categories posting positive year-over-year revenue comparisons. Commercial revenue increased 9.4 percent from last year’s first quarter, and revenue from government clients in the aggregate increased 1.9 percent. ICF’s balanced business model, which gives us both the benefits of a large government backlog and the upside potential of a growing commercial client base, enables continued growth in both revenue and earnings,” said Sudhakar Kesavan, ICF’s Chairman and Chief Executive Officer. “Business activity progressed as expected in the first quarter. Contract awards totaled $250 million, over 80 percent of which represented new business wins. Proposal and award activity in the government arena increased progressively throughout the quarter, and we continued to experience strong demand for commercial energy efficiency work. At the end of the first quarter, ICF had a record business development pipeline of $4.7 billion, setting the stage for future growth. “We continue to actively manage our cost structure to optimize returns. In the first quarter, we incurred special charges related to facility consolidations equivalent to $0.07 per share, net of tax, which will result in occupancy cost savings over the next several years. The effect of the special charges was partially offset by a lower first quarter tax rate. Exclusive of the net effect of these two adjustments, growth in diluted EPS outpaced revenue growth,” Mr. Kesavan noted. First quarter 2017 total revenue was $296.3 million, a 4.5 percent increase from $283.6 million in the first quarter of 2016. Service revenue1 was up 3.5 percent at $219.8 million, compared to $212.4 million. Net income was $10.2 million in the first quarter of 2017, or $0.52 per diluted share; inclusive of $0.07 per share, net of tax, of special charges related to facility consolidation activities. Partially offsetting these charges was a lower effective tax rate due to tax benefits from the vesting and exercise of equity-based compensation. This compares to net income of $9.9 million, or $0.51 per diluted share in the same period of the prior year. Non-GAAP EPS1 increased 11 percent to $0.69 per share in the first quarter of 2017 compared to $0.62 in the prior year. EBITDA1 was $23.9 million, down 3.8 percent from $24.8 million in the first quarter of 2016. First quarter 2017 EBITDA margin was 8.1 percent, a 70 basis point decrease from the 8.8 percent reported in the comparable period last year. Adjusted EBITDA1, which excludes $1.7 million in special charges related to facility consolidations, was $25.6 million, representing 8.6 percent of revenue and up 3 percent year-over-year. Total backlog was $2.0 billion at the end of the first quarter of 2017. Funded backlog was $1.0 billion, or approximately 50 percent of the total backlog. The total value of contracts awarded in the 2017 first quarter was $250 million, bringing the trailing twelve month book-to-bill ratio to 1.19. Key Government Contracts Awarded in the First Quarter ICF was awarded more than 70 U.S. federal government contracts and task orders and more than 250 additional contracts from state and local and international governments. The largest awards included: Other contract wins with a value of at least $2 million included: facilitation support services to the U.S. Department of Defense Commander Navy Installations Command; engineering services for renewable projects for the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy; and ongoing enterprise strategy and management services to the U.S. Department of State’s Bureau of Consular Affairs. Key Commercial Contracts Awarded in the First Quarter Commercial sales were $159.5 million in the first quarter of 2017, and ICF was awarded more than 750 commercial projects globally during the period. The largest awards were: Other commercial contract wins with accounts totaling at least $1 million included: environmental services for a wind project developer; program support services for a number of U.S. utilities; communications and digital solutions services for two major health insurers; merger and integration support and digital listening services for an industrial manufacturer; creative services for a global fast food company; impact assessment of a product offering for a social media company; business strategy and analytical services for a provider of industrial aviation services; public relations and marketing support for two food manufacturers; communications strategy for a financial services company; and ongoing marketing support for a floor care product manufacturer. “Our first quarter results support the assumptions underpinning our full year 2017 guidance. The federal budget agreement announced earlier this week, which maintained funding levels across the civilian agencies, lends further support to our assumptions. “Based on our current visibility, we re-affirm our expectation of revenue ranging from $1.20 to $1.24 billion, diluted earnings per share of $2.50 to $2.75 and Non GAAP EPS of $2.84 to $3.09 for full year 2017. Additionally, we continue to expect 2017 operating cash flow to be in the range of $90 million to $100 million. “ICF is well positioned for continued revenue and earnings growth due to our balanced portfolio. We have a diversified roster of U.S. federal, state and local, and international government clients. Additionally, we are recognized leaders across key commercial markets, including energy and aviation consulting, energy efficiency programs, and in marketing and communications services, which we are leveraging to build customer and stakeholder engagement across our entire client base,” Mr. Kesavan concluded. ICF (NASDAQ:ICFI) is a global consulting and technology services provider with more than 5,000 professionals focused on making big things possible for our clients. We are business analysts, public policy experts, technologists, researchers, digital strategists, social scientists and creatives. Since 1969, government and commercial clients have worked with ICF to overcome their toughest challenges on issues that matter profoundly to their success. Come engage with us at www.icf.com. Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future. 1 Non-GAAP EPS, Service Revenue, EBITDA, and Adjusted EBITDA are non-GAAP measurements. A reconciliation of all non-GAAP measurements is set forth below.


Caroline Lahrmann, a member of the DAA, objects to the DRO class action on behalf of her twins, who have profound intellectual and developmental disabilities. "The Americans with Disabilities Act is about protecting their rights as individuals and enabling them to make choices to best accommodate their unique disabilities and circumstances," says Lahrmann. "Without a range of choices, individuals with disabilities will be forced into a one-size-fits-all service model. Ultimately, people will be harmed and their opportunities diminished." DAA members disagree with the DRO's assertion that Intermediate Care Facilities (ICFs) and sheltered workshop environments are not as favorable as community living and working arrangements. While community homes benefit some individuals with disabilities, they are not appropriate for everyone. The parents, siblings and guardians who filed the motion know their loved ones need more intensive services and supports that are not available in a small community setting. Currently, the state of Ohio's Developmental Disabilities budget is heavily weighted toward community settings, with $1.9 billion directed toward community waiver services. In contrast, only $770 million is directed toward state-operated and privately-run ICFs. The DRO's class action seeks to widen this funding gap by taking money away from ICFs and sheltered workshops, which will likely force closures of many facilities. For Lahrmann and the parents and guardians who joined in the motion, closing important care options reduces choice, a basic tenet of the Americans with Disabilities Act. ICFs provide services such as licensed nursing, therapy and behavioral supports, personal care and 24-hour supervision. These are vital to addressing the requirements of those with complex needs such as severe and profound intellectual disabilities, quadriplegia, autism, epilepsy, maladaptive behaviors, non-verbal and requiring all nutrition through a gastrointestinal tube. Families opposing the DRO's action also say that ICF residents will be torn from the communities of friends and caregivers to which they have grown accustomed and formed attachments. Because they cannot afford legal counsel to fight lengthy litigation, the parents, siblings and guardians are representing the interests of their family members before the court. "The DRO is charged to protect and advocate the rights of all individuals with I/DD and serve as their publicly funded legal counsel," says Lahrmann. "By bringing this suit as a class action, however, DRO has marginalized a significant portion of its constituency from its services – those who cannot handle and benefit from community settings." The motion may be viewed here: http://nebula.wsimg.com/e3a89eb2227eb9d599c5b6a32897b98a?AccessKeyId=3AA4F2DE7107738E8E2F&disposition=0&alloworigin=1. About the Disability Advocacy Alliance The Disability Advocacy Alliance (DAA) is a volunteer organization which was formed in January 2015 by parents and family members to protect the rights of individuals with intellectual and developmental disabilities in Ohio. DAA's mission is faithful to the U.S. Supreme Court's Olmstead decision and the Americans with Disabilities Act (ADA).  Olmstead clearly states that an individual's choices are paramount in determining residential placement. It is with this legal foundation that DAA asserts that the Ohio Department of Developmental Disabilities must offer a range of residential, habilitation, and employment options to meet the diverse needs of individuals with intellectual and developmental disabilities. To learn more, please visit www.DisabilityAdvocacyAlliance.org. To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/family-members-and-guardians-of-individuals-with-intellectual-and-developmental-disabilities-file-motion-to-maintain-options-for-care-300450850.html


"Already, reliable access to energy has helped drive down utility, product and other energy-related costs providing a $1337 boost to the average American household in 2015. U.S. industrial electricity costs are 30-50 percent lower than those of our foreign competitors, giving manufacturers – including producers of steel, chemicals, refined fuels, plastics, fertilizers and numerous other products – a major competitive advantage." "The United States leads the world in carbon reductions thanks primarily to greater use of natural gas," said Robin Rorick, API midstream and industry operations group director. "Carbon emissions from power generation have plunged to nearly 30-year lows, and more than 60 percent of those reductions from 2005 to 2016 have been the result of switching to generation from clean-burning natural gas. By moving forward with private investments in U.S. natural gas and oil infrastructure we can ensure that the United States has the critical framework to sustain America's energy leadership." API contracted with ICF to investigate the scope of the economic opportunity and the amount of oil and natural gas infrastructure development likely in the U.S. over the next two decades. According to the study: Isakower and Rorick's opening remarks from Wednesday's call and the full study are available on API's website. API is the only national trade association representing all facets of the oil and natural gas industry, which supports 9.8 million U.S. jobs and 8 percent of the U.S. economy. API's more than 625 members include large integrated companies, as well as exploration and production, refining, marketing, pipeline, and marine businesses, and service and supply firms. They provide most of the nation's energy and are backed by a growing grassroots movement of more than 40 million Americans. To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/api-us-natural-gas-and-oil-infrastructure-could-support-over-1-million-jobs-study-says-300450733.html


RELYANT Global, LLC was recently named an awardee of the US Army Corps of Engineers, Kansas City District FY16 Service-Disabled Veteran Owned Small Business Construction MATOC. Maryville, TN, April 22, 2017 --( “We are honored to lend our services in support of the USACE, Kansas City District. Our corporate capabilities, as well as our operational aptitude, are sure to make a valuable contribution to the upcoming projects within the USACE Northwestern Division,” explains RELYANT President and COO, Don Patton. Since its 2006 founding, RELYANT has specialized in providing all facets of construction and construction related services to numerous government and commercial clients; to include, but not limited to: Military Construction (MILCON); Design-Build/Design-Bid-Build; Horizontal; Civil Works; Vertical; Light Steel Frame; ICF; Green Structures; Force Protection; Remediation; Deconstruction and Waste Disposal; and Contingency and Remote Construction operations. RELYANT provides the highest quality of turn-key services, with a proven history of success supported by our established management systems and procedures. In addition to Construction, RELYANT also offers Munitions Response and Environmental Services as well as forward troop support services, across North America, the Pacific, the Middle East, Africa and Asia. RELYANT is an SDVOSB headquartered in Maryville, Tennessee with regional offices in Dededo, Guam; San Antonio, Texas; Erbil, Iraq; and numerous forward operating bases in Afghanistan. For more information about RELYANT, please visit www.goRELYANT.com, call 865-984-1330, or email inquiry@RELYANTglobal.com. Maryville, TN, April 22, 2017 --( PR.com )-- On April 13, 2017, RELYANT Global, LLC (RELYANT) was named an awardee of the US Army Corps of Engineers (USACE), Kansas City District FY16 Service-Disabled Veteran Owned Small Business (SDVOSB) Construction MATOC. With a ceiling value of $95M, the contract work will consist of design-build and design-bid-build construction work for the military in support of the northwestern division Kansas City District through April 2020.“We are honored to lend our services in support of the USACE, Kansas City District. Our corporate capabilities, as well as our operational aptitude, are sure to make a valuable contribution to the upcoming projects within the USACE Northwestern Division,” explains RELYANT President and COO, Don Patton.Since its 2006 founding, RELYANT has specialized in providing all facets of construction and construction related services to numerous government and commercial clients; to include, but not limited to: Military Construction (MILCON); Design-Build/Design-Bid-Build; Horizontal; Civil Works; Vertical; Light Steel Frame; ICF; Green Structures; Force Protection; Remediation; Deconstruction and Waste Disposal; and Contingency and Remote Construction operations. RELYANT provides the highest quality of turn-key services, with a proven history of success supported by our established management systems and procedures.In addition to Construction, RELYANT also offers Munitions Response and Environmental Services as well as forward troop support services, across North America, the Pacific, the Middle East, Africa and Asia. RELYANT is an SDVOSB headquartered in Maryville, Tennessee with regional offices in Dededo, Guam; San Antonio, Texas; Erbil, Iraq; and numerous forward operating bases in Afghanistan. For more information about RELYANT, please visit www.goRELYANT.com, call 865-984-1330, or email inquiry@RELYANTglobal.com. Click here to view the list of recent Press Releases from RELYANT Global


News Article | April 17, 2017
Site: www.prweb.com

The Northern Virginia Technology Council (NVTC) will host the third annual NVTC CXO Auction on April 20, 2017. During the event, regional and industry C-level executives will be auctioned off to raise money for NVTC's Veterans Employment Initiative, which provides tools and resources to match Veterans with employment opportunities in Virginia's technology community. At the live auction event, attendees will bid electronically to win one-on-one meetings with C-level leaders. Participating CXOs are looking to meet qualified vendors for future projects. Winning bidders are guaranteed a meeting with their auctioned executive within 12 months, during which they can gain insight, pitch future plans or receive advice. Some auction packages go beyond a meeting to include a lunch, dinner, wine tastings and rounds of golf. Brad Antle, CEO, and Tom Ferrando, President, SalientCRGT Kenneth Asbury, President and CEO, CACI International John Backus, Co-Founder and Managing Partner, NAV.VC Mike Baird, CEO, Avizia Rodney Blevins, Senior Vice President and CIO, Dominion Resources, Inc Teresa Carlson, Vice President Worldwide Public Sector, Amazon Web Services Kelly Clark, CIO, MAXIMUS Marilyn Crouther, Senior Vice President and General Manager, Hewlett Packard Enterprise Mac Curtis, President and CEO, Vencore Karen Dahut, Executive Vice President, Booz Allen Hamilton Ted Davies, President and CEO, Altamira Technologies Corporation Nelson Ford, President and CEO, LMI Mark Frantz, Co-Founder, Blue Delta Capital Partners Kim Hayes, CEO and Co-Founder, The Ambit Group Timothy Hurlebaus, President, CGI Federal Sudhakar Kesavan, Chairman and CEO, ICF Curt Kolcun, Vice President, U.S. Public Sector, Microsoft Paul Leslie, CEO, Dovel Technologies Joe Martore, President and CEO, CALIBRE Systems Terri McClements, Market Managing Partner, and Mohamed Kande, Vice Chairman and U.S. Advisory Leader, PwC Rich Montoni, CEO, MAXIMUS Tony Moraco, CEO, SAIC Dan O'Neill, President and CEO, SunTrust, Inc. Carolyn Parent, President and CEO, LiveSafe Shailesh Prakash, Chief Product and Technology Officer, The Washington Post Larry Prior, President and CEO, CSRA Dr. Jason Providakes, President and CEO, MITRE Brian Roach, Executive Vice President and Managing Director Regulated Industries, SAP North America James Schenck, President and CEO, PenFed Credit Union Gary Shapiro, President and CEO, and Karen Chupka, Senior Vice President CES and Corporate Business Strategy, CTA Todd Stottlemyer, CEO, Inova Center for Personalized Health Matthew Strottman, COO, In-Q-Tel John Wood, Chairman and CEO, Telos Corporation Auction packages include meetings and excursions such as an Italian dinner with SAIC CEO Tony Moraco; a VIP CES 2018 ticket package and a meal with CTA President and CEO Gary Shapiro and CTA Senior Vice President CES and Corporate Business Strategy Karen Chupka; a Topgolf outing with Altamira Technologies Corporation President and CEO Ted Davies and Altamira principals; a dinner and wine tasting with CACI President and CEO Kenneth Asbury and select CACI leaders, as well as many more opportunities! In a new bonus auction, NVTC will also be auctioning off four tickets to see Hamilton during its 2018 run at the Kennedy Center. REGISTRATION:     To register as a member of the press, please contact Alexa Magdalenski at 703-904-7878, ext. 207 or email amagdalenski(at)nvtc(dot)org. The event is free for press, but advanced registration is required. Press credentials are required for entry. The Northern Virginia Technology Council (NVTC) is the membership and trade association for the technology community in Northern Virginia. As the largest technology council in the nation, NVTC serves about 1,000 companies from all sectors of the technology industry, as well as service providers, universities, foreign embassies, nonprofit organizations and governmental agencies. Through its member companies, NVTC represents about 300,000 employees in the region. NVTC is recognized as the nation's leader in providing its technology community with networking and educational events; specialized services and benefits; public policy advocacy; branding of its region as a major global technology center; initiatives in targeted business sectors and in the international, entrepreneurship, workforce and education arenas; and the NVTC Foundation, a 501(c)(3) nonprofit charity that supports the NVTC Veterans Employment Initiative and other priorities within Virginia's technology community. Visit NVTC at http://www.nvtc.org.


News Article | February 15, 2017
Site: www.prweb.com

The Sheffield Care Center is committed to be a leader in providing quality preventative and restorative services and to continuously strive to improve and implement the ongoing changes in healthcare. The new website and logo demonstrate this commitment. In 1973, the community of Sheffield recognized that a ICF facility would be beneficial in the future of the area. A committee was formed and with the dedication of the volunteers and donations the Sheffield Care Center became a reality with the official opening of the facility on October 21, 1979. Today the Sheffield Care Center offers services that include skilled nursing and long term nursing care, respite care, physical, occupational and speech therapy, an onsite salon, and a facility owned bus for transporting residents to appointments and off-site field trips. Innovative Therapy provides services for residents and out-patients. The staff consists a licensed physical therapist, occupational therapist and speech therapist. Bernard Lawton, DPT and Sharri Follmuth, PTA provide physical therapy services while Kerri Conway, OTR is the occupational therapist. Speech therapy services are provided by Lori Grummer, ST. As a community owned not-for-profit facility, Sheffield Care Center board members are continually reinvesting in the Medicare and Medicaid certified facility. This community commitment is also demonstrated through the Meals-On-Wheels program offered. Here community members can purchase one meal a day which is prepared by the dietary staff and then delivered by community volunteers. “Our new website, Facebook, Twitter, LinkedIn and other social media will provide us an excellent online presence along with keeping our community, resident family members and friends up to date on our activities,” states Bonnie Hubka, Office Manager at Sheffield Care Center. “The new logo also represents a dedicated staff working as a team to provide a clean, comfortable, home-like atmosphere for all the residents.” Sheffield Care Center is located at 100 Bennett Drive, Sheffield, Iowa. Information is available by visiting the website at http://www.sheffieldcc.com/ and by calling 641-892-4691. Everyone is invited to follow Sheffield Care Center on Facebook, Twitter and LinkedIn.


News Article | February 28, 2017
Site: www.businesswire.com

LUXEMBOURG--(BUSINESS WIRE)--Intelsat S.A. (NYSE:I), operator of the world’s first Globalized Network, powered by its leading satellite backbone, today announced financial results for the three months and full-year ended December 31, 2016. Intelsat reported total revenue of $550.7 million and net income attributable to Intelsat S.A. of $662.8 million for the three months ended December 31, 2016. Intelsat reported EBITDA1, or earnings before net interest, gain on early extinguishment of debt, taxes and depreciation and amortization, of $406.7 million and Adjusted EBITDA1 of $417.4 million, or 76 percent of revenue for the three months ended December 31, 2016. For the year ended December 31, 2016, Intelsat reported total revenue of $2,188.0 million and net income attributable to Intelsat S.A. of $990.2 million. Intelsat reported EBITDA of $1,613.4 million and Adjusted EBITDA of $1,650.7 million, or 75 percent of revenue for the year ended December 31, 2016. “ Our fourth quarter financial results, $551 million in revenue and $417 million in Adjusted EBITDA, demonstrate the increasing stability in our business as we executed on our initiatives to drive growth,” said Stephen Spengler, Chief Executive Officer, Intelsat. “ For the full-year, our revenue and Adjusted EBITDA performance fell favorably within our guidance range, demonstrating the visibility and sustainability of our business. Our objective for 2017 is to build on this foundation as we work to transform our business, as the era of high performance satellites unlocks new and faster growing opportunities. Our Intelsat EpicNG high-throughput footprint now provides services to five continents, overlaying our Globalized Network with high performance, better economics and simplified access to satellite solutions.” Mr. Spengler continued, “ Each of our businesses is positioned for improved performance or new opportunities in 2017. Our network services business is moving from stability to renewed growth as new revenue on Intelsat EpicNG assets ramps up over the course of the year. Our media business is growing, with the full-year revenue benefit of two fully-booked DTH satellites that launched last year. Our government business is expected to benefit from Intelsat EpicNG now in service over regions of interest to its largest customer. Backlog as of December 31, 2016 was $8.7 billion, four times Intelsat’s 2016 revenue.” Mr. Spengler concluded, “ In 2017, maintaining our momentum is one of our top objectives, whether on growth opportunities, the remaining Intelsat EpicNG satellite launches, implementing our managed services, or operationalizing production units of new ground technologies, such as electronically steerable antennas, in which we have invested. Additionally, our proposed merger with OneWeb which was announced earlier today aligns with our strategic objectives and will create the world’s first global broadband provider. We believe the complementary OneWeb technology, and the $1.7 billion investment by SoftBank, will create a company with greater growth opportunities and a strong financial foundation. Importantly, we will be more strongly positioned to achieve our shared mission to unlock new applications for satellite-based solutions, connecting people and devices everywhere.” Intelsat provides critical communications infrastructure to customers in the network services, media and government sectors. Our customers use our services for broadband connectivity to deliver fixed and mobile telecommunications, enterprise, video distribution and fixed and mobile government applications. For additional details regarding the performance of our customer sets, see our Quarterly Commentary. Network services revenue was $221.9 million (or 40 percent of Intelsat’s total revenue) for the three months ended December 31, 2016, a decrease of 10 percent compared to the three months ended December 31, 2015. For the year ended December 31, 2016, the company reported total network services revenue of $900.3 million (or 41 percent of Intelsat’s total revenue); a decrease of 15 percent compared to the year ended December 31, 2015. Media revenue was $228.4 million (or 42 percent of Intelsat’s total revenue) for the three months ended December 31, 2016, an increase of 4 percent compared to the three months ended December 31, 2015. For the year ended December 31, 2016, the company reported total media revenue of $868.1 million (or 40 percent of Intelsat’s total revenue), a decrease of 2 percent compared to the year ended December 31, 2015. Government revenue was $93.2 million (or 17 percent of Intelsat’s total revenue) for the three months ended December 31, 2016, a decline of 7 percent compared to the three months ended December 31, 2015. For the year ended December 31, 2016, total government revenue was $387.1 million (or 18 percent of Intelsat’s total revenue), essentially flat when compared to the year ended December 31, 2015. Intelsat’s average fill rate on our approximately 2,175 station-kept wide-beam transponders was 77 percent at December 31, 2016, unchanged as of September 30, 2016. Note that Intelsat 31, an in-orbit spare satellite, is not included in the station-kept transponder count. Because we report our high-throughput Intelsat EpicNG capacity separately, the station-kept count reported above excludes the 270 units of high-throughput capacity related to our first Intelsat EpicNG satellite, Intelsat 29e, which entered into service in the first quarter of 2016, and approximately 350 units of high-throughput capacity related to Intelsat 33e, which just entered into service in late January 2017. On August 24, 2016, Intelsat 33e and Intelsat 36 were successfully launched and Intelsat 36 entered into service in late September 2016. As previously communicated, Intelsat 33e’s in-service date was delayed due to a malfunction in the primary thruster used for orbit raising. Intelsat 33e entered into service on January 29, 2017, and all operations are performing according to plan. The company has three satellite launches scheduled for 2017: Intelsat 32e, an Intelsat EpicNG Ku-band payload which launched on February 14, 2017; Intelsat 35e in the second quarter of 2017; and Intelsat 37e in the third quarter of 2017. At December 31, 2016, Intelsat’s contracted backlog, representing expected future revenue under existing contracts with customers, was $8.7 billion, as compared to $8.9 billion at September 30, 2016. During the three months ended December 31, 2016 through the month of January 2017, Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg”), an indirect wholly-owned subsidiary of Intelsat S.A., and our newly created subsidiary, Intelsat Connect Finance S.A. (“ICF”), a direct wholly-owned subsidiary of Intelsat Luxembourg, completed a number of public and private debt exchanges. The transactions allowed the Company to significantly reduce its upcoming 2018 maturity, the Intelsat Luxembourg’s 6.75% Senior Notes due 2018 (the “2018 Lux Notes”). Below is a summary of the transactions conducted during this period: December 31, 2016 Capital Structure Pro Forma for the Final Results of the Exchange Offer of Certain Intelsat Luxembourg Notes Completed in January 2017 Intelsat and WorldVu Satellites Limited (“OneWeb”) announced today that they have entered into a conditional combination agreement, pursuant to and subject to the terms and conditions of which, OneWeb, the builder of a new Low Earth Orbit (LEO) global communications system will merge with and into Intelsat, to create a next-generation communications company. In addition, subject to the terms and conditions of a share purchase agreement with Intelsat, SoftBank Group Corp. (“SoftBank”), which currently owns 43% of the equity of OneWeb, is expected to invest an additional $1.7 billion in newly issued common and preferred equity of the combined company to support the acceleration of the combined company’s growth strategies and strengthen the Intelsat capital structure. The merger and the SoftBank investment are expected to be completed late in the third quarter of 2017, and are conditioned upon the consummation of certain Intelsat debt exchange offers, the receipt of regulatory approvals, consent and approval by both Intelsat and OneWeb shareholders as well as other customary closing conditions. There can be no assurance that the merger or the SoftBank investment will be completed, or whether the terms will be amended from those described above. Financial Results for the Three Months Ended December 31, 2016 On-Network revenues generally include revenue from any services delivered via our satellite or ground network. Off-Network and Other Revenues generally include revenue from transponder services, Mobile Satellite Services (“MSS”) and other satellite-based transmission services using capacity procured from other operators, often in frequencies not available on our network. Off-Network and Other Revenues also include revenue from consulting and other services and sales of customer premises equipment. Total On-Network Revenues reported a decline of $14.2 million, or 3 percent, to $504.1 million as compared to the three months ended December 31, 2015: Total Off-Network and Other Revenues reported an aggregate decline of $6.4 million, or a decrease of 12 percent, to $46.5 million as compared to the three months ended December 31, 2015: For the three months ended December 31, 2016, changes in operating expenses, interest expense, net, and other significant income statement items are described below. Direct costs of revenue (excluding depreciation and amortization) increased by $1.7 million, or 2 percent, to $86.8 million, as compared to the three months ended December 31, 2015. This reflects an increase of $3.5 million in staff-related expenses offset by a decrease of $6.0 million primarily due to lower cost of third-party fixed satellite services and mobile satellite services capacity purchased in support of the company’s government business. Selling, general and administrative expenses increased by $12.0 million, or 27 percent, to $56.2 million, as compared to the three months ended December 31, 2015. This was primarily due to an increase of $6.7 million in staff-related expenses and an increase of $3.3 million in bad debt expense primarily due to a greater reduction in the prior year quarter due to improved collections in the Africa and Middle East regions. Depreciation and amortization expense increased by $0.4 million to $174.0 million, as compared to the three months ended December 31, 2015. Interest expense, net consists of the interest expense we incur together with gains and losses on interest rate swaps (which reflect net interest accrued on the interest rate swaps as well as the change in their fair value), offset by interest income earned and the amount of interest we capitalize related to assets under construction. Interest expense, net increased by $22.8 million, or 10.3 percent, to $243.6 million for the three months ended December 31, 2016, as compared to $220.8 million in the three months ended December 31, 2015. The increase was principally due to a net increase of $18.8 million in interest expense largely resulting from a net increase in debt outstanding resulting from our new debt issuances, which were offset by certain repurchases and exchanges in 2016, and a net increase of $3.4 million from lower capitalized interest for the three months ended December 31, 2016, primarily resulting from a decreased number of satellites and related assets under construction. The non-cash portion of total interest expense, net was $7.0 million for the three months ended December 31, 2016, due to the amortization of deferred financing fees and the accretion and amortization of discounts and premiums. Gain on early extinguishment of debt was $679.1 million for the three months ended December 31, 2016, as compared to a gain of $7.1 million for the three months ended December 31, 2015. The gains were related to certain debt transactions that occurred during the respective fourth quarters of each year. The gains on early extinguishment of debt consisted of the difference between the carrying value of the debt redeemed or exchanged and the fair value of the debt issued, if applicable, and the total cash amount paid (including related fees), together with a write-off of unamortized debt issuance costs. Other expense, net was $1.0 million for the three months ended December 31, 2016, as compared to other income, net of $1.6 million for the three months ended December 31, 2015. The decrease of $2.6 million was primarily due to a decline in expenses mainly related to our business conducted in Brazilian reais. Provision for income taxes was $4.4 million for the three months ended December 31, 2016, as compared to $6.1 million for the three months ended December 31, 2015. The difference was principally due to lower tax expense in our foreign operations in the three months ended December 31, 2016 as compared to the same period in 2015. Cash paid for income taxes, net of refunds, totaled $4.7 million for the three months ended December 31, 2016, as compared to $3.8 million for the three months ended December 31, 2015. Net Income, Net Income per Diluted Common Share attributable to Intelsat S.A., EBITDA and Adjusted EBITDA Net income attributable to Intelsat S.A. was $662.8 million for the three months ended December 31, 2016, compared to a loss of $4,116.3 million for the same period in 2015. Net income per diluted common share attributable to Intelsat S.A. was $5.56 for the three months ended December 31, 2016, compared to a loss of $38.29 per diluted common share for the same period in 2015. EBITDA was $406.7 million for the three months ended December 31, 2016, compared to a loss of $3,721.9 million for the same period in 2015. Adjusted EBITDA was $417.4 million for the three months ended December 31, 2016, or 76 percent of revenue, compared to $452.5 million, or 79 percent of revenue, for the same period in 2015. Intelsat management has reviewed the data pertaining to the use of the Intelsat network, and is providing revenue information with respect to that use by customer set and service type in the following tables. Intelsat management believes this provides a useful perspective on the changes in revenue and customer trends over time. Free Cash Flow From (Used in) Operations Free cash flow from (used in) operations1 was $6.6 million for the three months ended December 31, 2016. Free cash flow from (used in) operations is defined as net cash provided by operating activities, less payments for satellites and other property and equipment (including capitalized interest). Payments for satellites and other property and equipment from investing activities during the three months ended December 31, 2016 was $94.1 million. Today, Intelsat issued its 2017 financial outlook, in which the company expects the following: Revenue: Intelsat forecasts full-year 2017 revenue to be in a range of $2.180 billion to $2.225 billion. Revenue performance reflects: Adjusted EBITDA: Intelsat forecasts Adjusted EBITDA performance for the full-year 2017 to be in a range of $1.655 billion to $1.700 billion. Cash Taxes: Annual 2017 cash taxes are expected to total approximately $30 million to $35 million. Capital Expenditures: In light of the proposed merger with OneWeb, we will defer providing guidance on capital expenditures prior to the completion of the transaction. We anticipate that, assuming completion of the merger, there will be capital expenditure reductions as a result of combining our two fleets that are achievable in the mid- to long-term. A thorough technical and business evaluation will be completed to quantify these synergies; also taking into account new technologies that we believe will surface in the ecosystem. 1In this release, financial measures are presented both in accordance with U.S. GAAP and also on a non-U.S. GAAP basis. EBITDA, Adjusted EBITDA (or “AEBITDA”), free cash flow from (used in) operations and related margins included in this release are non-U.S. GAAP financial measures. Please see the consolidated financial information below for information reconciling non-U.S. GAAP financial measures to comparable U.S. GAAP financial measures. Intelsat provides a detailed quarterly commentary on the Company’s business trends and performance. Please visit www.intelsat.com/investors for management’s commentary on the Company’s progress against its operational priorities and financial outlook. Intelsat management will hold a public conference call at 8:30 a.m. ET on Tuesday, February 28, 2017 to discuss the OneWeb transaction and the Company’s fourth quarter and full-year financial results for the period ended December 31, 2016. Access to the live conference call will also be available via the Internet at www.intelsat.com/investors. To participate on the live call, participants should dial +1 844-834-1428 from North America, and +1 920-663-6274 from all other locations. The participant pass code is 48970325. Participants will have access to a replay of the conference call through March 7, 2017. The replay number for North America is +1 855-859-2056, and for all other locations is +1 404-537-3406. The participant pass code for the replay is 48970325. Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network, delivering high-quality, cost-effective video and broadband services anywhere in the world. Intelsat’s Globalized Network combines the world’s largest satellite backbone with terrestrial infrastructure, managed services and an open, interoperable architecture to enable customers to drive revenue and reach through a new generation of network services. Thousands of organizations serving billions of people worldwide rely on Intelsat to provide ubiquitous broadband connectivity, multi-format video broadcasting, secure satellite communications and seamless mobility services. The end result is an entirely new world, one that allows us to envision the impossible, connect without boundaries and transform the ways in which we live. For more information, visit www.intelsat.com. Some of the information and statements contained in this earnings release and certain oral statements made from time to time by representatives of Intelsat constitute "forward-looking statements" that do not directly or exclusively relate to historical facts. When used in this earnings release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Forward-looking statements include: our statements regarding certain plans, expectations, goals, projections, and beliefs about the benefits of the proposed merger and investment transactions, the transactions parties’ plans, objectives, expectations and intentions, and the expected timing of completion of the proposed transactions; our expectation that the launches of our satellites in the future will position us for growth; our plans for satellite launches in the near to mid-term; our guidance regarding our expectations for our revenue performance and Adjusted EBITDA performance; our capital expenditure guidance over the next several years; our belief that the scale of our fleet can reduce the financial impact of satellite or launch failures and protect against service interruptions; our belief that the diversity of our revenue and customer base allow us to recognize trends across regions and capture new growth opportunities; our expectation that developing differentiated services and investing in new technology will allow us to unlock essential opportunities; our expectations as to the increased number of transponder equivalents on our fleet over the next several years; and our expectations as to the level of our cash tax payments in the future. The forward-looking statements reflect Intelsat's intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of Intelsat'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. Some of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements include: risks associated with operating our in-orbit satellites; satellite anomalies, launch failures, satellite launch and construction delays and in-orbit failures or reduced performance; potential changes in the number of companies offering commercial satellite launch services and the number of commercial satellite launch opportunities available in any given time period that could impact our ability to timely schedule future launches and the prices we pay for such launches; our ability to obtain new satellite insurance policies with financially viable insurance carriers on commercially reasonable terms or at all, as well as the ability of our insurance carriers to fulfill their obligations; possible future losses on satellites that are not adequately covered by insurance; U.S. and other government regulation; changes in our contracted backlog or expected contracted backlog for future services; pricing pressure and overcapacity in the markets in which we compete; our ability to access capital markets for debt or equity; the competitive environment in which we operate; customer defaults on their obligations to us; our international operations and other uncertainties associated with doing business internationally; and litigation. Known risks include, among others, the risks described in Intelsat’s annual report on Form 20-F for the year ended December 31, 2016, and its other filings with the U.S. Securities and Exchange Commission, the political, economic and legal conditions in the markets we are targeting for communications services or in which we operate and other risks and uncertainties inherent in the telecommunications business in general and the satellite communications business in particular. Because actual results could differ materially from Intelsat's intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. Intelsat does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Intelsat calculates a measure called EBITDA to assess the operating performance of Intelsat S.A. EBITDA consists of earnings before net interest, gain on early extinguishment of debt, taxes and depreciation and amortization. Given our high level of leverage, refinancing activities are a frequent part of our efforts to manage our costs of borrowing. Accordingly, we consider gain on early extinguishment of debt an element of interest expense. EBITDA is a measure commonly used in the Fixed Satellite Services (“FSS”) sector, and we present EBITDA to enhance the understanding of our operating performance. We use EBITDA as one criterion for evaluating our performance relative to that of our peers. We believe that EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and financial analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. EBITDA is not a measure of financial performance under U.S. GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. EBITDA should not be considered as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity. Intelsat calculates a measure called Adjusted EBITDA to assess the operating performance of Intelsat S.A. Adjusted EBITDA consists of EBITDA as adjusted to exclude or include certain unusual items, certain other operating expense items and certain other adjustments as described in the table above. Our management believes that the presentation of Adjusted EBITDA provides useful information to investors, lenders and financial analysts regarding our financial condition and results of operations, because it permits clearer comparability of our operating performance between periods. By excluding the potential volatility related to the timing and extent of non-operating activities, our management believes that Adjusted EBITDA provides a useful means of evaluating the success of our operating activities. We also use Adjusted EBITDA, together with other appropriate metrics, to set goals for and measure the operating performance of our business, and it is one of the principal measures we use to evaluate our management’s performance in determining compensation under our incentive compensation plans. Adjusted EBITDA measures have been used historically by investors, lenders and financial analysts to estimate the value of a company, to make informed investment decisions and to evaluate performance. Our management believes that the inclusion of Adjusted EBITDA facilitates comparison of our results with those of companies having different capital structures. Adjusted EBITDA is not a measure of financial performance under U.S. GAAP, and our Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity. Free cash flow from (used in) operations consists of net cash provided by operating activities, less payments for satellites and other property and equipment (including capitalized interest) from investing activities and other payment for satellites from financing activities. Free cash flow from (used in) operations is not a measurement of cash flow under U.S. GAAP. Intelsat believes free cash flow from (used in) operations is a useful measure of financial performance that shows a company’s ability to fund its operations. Free cash flow from (used in) operations is used by Intelsat in comparing its performance to that of its peers and is commonly used by financial analysts and investors in assessing performance. Free cash flow from (used in) operations does not give effect to cash used for debt service requirements and thus does not reflect funds available for investment or other discretionary uses. Free cash flow from (used in) operations is not a measure of financial performance under U.S. GAAP, and free cash flow from (used in) operations may not be comparable to similarly titled measures of other companies. You should not consider free cash flow from (used in) operations as an alternative to operating income (loss) or net income (loss), determined in accordance with U.S. GAAP, as an indicator of Intelsat’s operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.


News Article | February 28, 2017
Site: www.businesswire.com

LUXEMBOURG--(BUSINESS WIRE)--Intelsat S.A. (NYSE:I) (“Intelsat”), operator of the world’s first Globalized Network, powered by its leading satellite backbone, today announced that its indirect wholly-owned subsidiaries, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), Intelsat Connect Finance S.A. (“ICF”), and Intelsat (Luxembourg) S.A. (“Intelsat Luxembourg” and, together with Intelsat Jackson and ICF, the “Issuers”) each intends to commence offers to exchange (the “Exchange Offers”) new Exchange Notes (as defined below) for certain of its respective outstanding senior unsecured notes on the terms described below. By their terms, the Exchange Notes will, on the closing date of the Combination (as defined below), be mandatorily exchanged at a discount for Final Jax Notes (as defined below), newly issued common shares of Intelsat, and/or cash. The Exchange Offers and related Consent Solicitations (as defined below) will be conducted pursuant to the Combination Agreement, dated as of February 28, 2017 (the “Combination Agreement”), between Intelsat and WorldVu Satellites Limited (“OneWeb”), pursuant to which OneWeb will combine with Intelsat on the terms and subject to the conditions set forth in the Combination Agreement (the “Combination”). While the Exchange Offers and Consent Solicitations are expected to be consummated prior to closing of the Combination, the exchange of the Exchange Notes for Final Jax Notes, common shares of Intelsat and/or cash will be conditioned upon, and occur automatically and mandatorily upon the occurrence of, the closing of the Combination. The Exchange Offers and Consent Solicitations will be subject to certain conditions, including, among others, the tender of a minimum of 85% of the aggregate outstanding principal amount of each series of Existing Notes (as defined below). Intelsat Jackson. Intelsat Jackson expects to offer to exchange (the “Jax Exchange Offers”): (i) new 7.25% Mandatorily Exchangeable Senior Notes due 2019 to be issued by Intelsat Jackson (the “Jax 2019 Exchange Notes”) for any and all of its existing 7.25% Senior Notes due 2019 (the “Jax 2019 Existing Notes”); (ii) new 7.25% Mandatorily Exchangeable Senior Notes due 2020 to be issued by Intelsat Jackson (the “Jax 2020 Exchange Notes”) for any and all of its existing 7.25% Senior Notes due 2020 (the “Jax 2020 Existing Notes”); (iii) new 7.50% Mandatorily Exchangeable Senior Notes due 2021 to be issued by Intelsat Jackson (the “Jax 2021 Exchange Notes”) for any and all of its existing 7.50% Senior Notes due 2021 (the “Jax 2021 Existing Notes”); and (iv) new 5.50% Mandatorily Exchangeable Senior Notes due 2023 to be issued by Intelsat Jackson (the “Jax 2023 Exchange Notes” and, together with the Jax 2019 Exchange Notes, Jax 2020 Exchange Notes, and Jax 2021 Exchange Notes, the “Jax Exchange Notes”) for any and all of its existing 5.50% Senior Notes due 2023 (the “Jax 2023 Existing Notes” and, together with the Jax 2019 Existing Notes, Jax Existing 2020 Notes, and Jax 2021 Existing Notes, the “Jax Existing Notes”). ICF. ICF expects to offer to exchange (the “ICF Exchange Offer”) new 12.50% Mandatorily Exchangeable Senior Notes due 2022 to be issued by ICF (the “ICF Exchange Notes”) for any and all of its existing 12.50% Senior Notes due 2022 (the “ICF Existing Notes”). Intelsat Luxembourg. Intelsat Luxembourg expects to offer to exchange (the “Lux Exchange Offers”): (i) new 7.75% Mandatorily Exchangeable Senior Notes due 2021 to be issued by Intelsat Luxembourg (the “Lux 2021 Exchange Notes”) for any and all of its existing 7.75% Senior Notes due 2021 (the “Lux 2021 Existing Notes”); and (ii) new 8.125% Mandatorily Exchangeable Senior Notes due 2023 to be issued by Intelsat Luxembourg (the “Lux 2023 Exchange Notes” and, together with the Lux 2021 Exchange Notes, the “Lux Exchange Notes”; collectively, with the Jax Exchange Notes and ICF Exchange Notes, the “Exchange Notes”) for any and all of its existing 8.125% Senior Notes due 2023 (the “Lux 2023 Existing Notes” and, together with the Lux 2021 Existing Notes, the “Lux Existing Notes”). It is anticipated that, in connection with the Exchange Offers, the Issuers will solicit consents (the “Consent Solicitations”) to amend the indentures governing the Jax Existing Notes, the ICF Existing Notes, and the Lux Existing Notes (collectively, the “Existing Notes”, and the indentures governing the Existing Notes, collectively, the “Existing Indentures”). The proposed amendments to the Existing Indentures require the consent of a majority of the outstanding aggregate principal amount of each applicable series of Existing Notes and would eliminate substantially all of the restrictive covenants, modify or eliminate certain other provisions of the Existing Indentures and waive past defaults, if any. It is anticipated that each of the Jax Exchange Offers will provide for the issuance of $1,000 principal amount of the applicable series of Jax Exchange Notes in exchange for each $1,000 principal amount of the applicable series of Jax Existing Notes tendered and accepted. Prior to the closing date of the Combination (such date, the “Combination Date”), the Jax Exchange Notes will have substantially identical terms to the corresponding series of the Jax Existing Notes for which they are exchanged, including the same guarantors, interest rates, interest payment and maturity dates and substantially identical covenants. If the Combination does not occur, the Jax Exchange Notes will retain their respective original principal amounts and these same terms. It is anticipated that the terms of the Jax Exchange Notes will provide that, on the Combination Date (and subject to the occurrence thereof), (a) each series of the Jax Exchange Notes will (i) as to a portion of the principal amount thereof, become automatically due and payable in cash; and (ii) as to the remaining portion of the principal amount thereof, be automatically and mandatorily exchanged into new unsecured 5-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax 5-Year Notes”) or new unsecured 7-Year Senior Notes to be issued by Intelsat Jackson (the “Final Jax 7-Year Notes” and, together with the Final Jax 5-Year Notes, the “Final Jax Notes”) on the terms set forth below; and (b) each series of the Jax Exchange Notes will be cancelled and will cease to be outstanding (collectively, the “Mandatory Jax Exchanges”). Specifically, on the Combination Date, each holder of the Jax Exchange Notes will automatically be entitled to receive, for each $1,000 principal amount of the applicable series of the Jax Exchange Notes held, the following consideration: In addition, accrued but unpaid interest on the Jax Exchange Notes through the Combination Date will be paid upon consummation of the Mandatory Jax Exchanges. It is anticipated that the Final Jax 5-Year Notes will mature on the fifth anniversary of the Combination Date, and that interest on the Final Jax 5-Year Notes will accrue at the rate of 6.75% per annum and be payable semi-annually in arrears. The Final Jax 5-Year Notes are expected to be redeemable at the option of Intelsat Jackson (i) prior to the second anniversary of the Combination Date pursuant to a customary “make whole” provision and (ii) thereafter, pursuant to a customary call schedule. It is anticipated that the Final Jax 7-Year Notes will mature on the seventh anniversary of the Combination Date, and that interest on the Final Jax 7-Year Notes will accrue at the rate of 7.25% per annum and be payable semi-annually in arrears. The Final Jax 7-Year Notes are expected to be redeemable at the option of Intelsat Jackson (i) prior to the third anniversary of the Combination Date pursuant to a customary “make whole” provision; and (ii) thereafter, pursuant to a customary call schedule. It is anticipated that the indentures governing the Final Jax Notes will include customary restrictive covenants and events of default. It is anticipated that the ICF Exchange Offer will provide for the issuance of $1,000 principal amount of the ICF Exchange Notes in exchange for each $1,000 principal amount of the ICF Existing Notes tendered and accepted, and that each of the Lux Exchange Offers will provide for the issuance of $1,000 principal amount of the applicable series of the Lux Exchange Notes in exchange for each $1,000 principal amount of the corresponding series of the Lux Existing Notes tendered and accepted. Prior to the Combination Date, the ICF Exchange Notes and the Lux Exchange Notes will have substantially the same terms as the corresponding series of Existing Notes for which they are exchanged, including the same guarantors, interest rates, interest payment and maturity dates and substantially identical covenants. If the Combination does not occur, the ICF Exchange Notes and the Lux Exchange Notes will retain their respective original principal amounts and these same terms. It is anticipated that the terms of the ICF Exchange Notes and the Lux Exchange Notes will provide that, on the Combination Date (and subject to the occurrence thereof), (a) the ICF Exchange Notes and the Lux Exchange Notes will (i) as to a portion of the principal amount thereof, become automatically due and payable in cash; and (ii) as to the remaining portion of the principal amount thereof, be automatically and mandatorily exchanged into a specified number of newly issued common shares of Intelsat (“New Common Shares”), valued at $5.00 per share; and (b) the ICF Exchange Notes and the Lux Exchange Notes will be cancelled and will cease to be outstanding (collectively, the “Mandatory ICF/Lux Exchanges”). Specifically, on the Combination Date, each holder of the ICF Exchange Notes or the Lux Exchange Notes will automatically be entitled to receive, for each $1,000 principal amount of the applicable series of the ICF Exchange Notes or the Lux Exchange Notes held, the following consideration: (1) Assuming a value of $5.00 per share, which is the subscription price for common shares of Intelsat being purchased by SoftBank Group Corp. in connection with the Combination. In addition, accrued but unpaid interest on the ICF Exchange Notes and the Lux Exchange Notes through the Combination Date will be paid upon consummation of the Mandatory ICF/Lux Exchanges. The New Common Shares issued to holders of the ICF Exchange Notes and the Lux Exchange Notes, assuming 100% participation in the ICF Exchange Offer and the Lux Exchange Offers, is anticipated to equal approximately 1.0% of the outstanding common shares of Intelsat as of the date hereof after giving pro forma effect to the issuance of common shares to OneWeb stockholders pursuant to the Combination Agreement and to SoftBank Group Corp. pursuant to the related stock purchase agreement. Such New Common Shares are subject to dilution by any other equity issuances on or after the date hereof. Fractional New Common Shares will not be issued and the number of New Common Shares received by any applicable Eligible Holder will be rounded down to the nearest whole share. The terms of the Combination Agreement require the Exchange Offers and Consent Solicitations to be launched promptly after the date of the Combination Agreement or at such other time as mutually agreed by OneWeb and Intelsat. The consummation of the Exchange Offers will be subject to certain conditions, including, among others, the tender of a minimum of 85% of the aggregate outstanding principal amount of each series of Existing Notes. It is anticipated that none of the Jax Exchange Notes, the Final Jax Notes, the ICF Exchange Notes, the Lux Exchange Notes, or the New Common Shares (collectively, the “Consideration Securities”) will be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and, unless so registered, none of the Consideration Securities may be offered, sold, pledged or otherwise transferred in the United States or to or for the account or benefit of any U.S. person, except pursuant to an exemption from the registration requirements of the Securities Act. The Issuers do not intend to register the Consideration Securities under the Securities Act or the securities laws of any other jurisdiction. None of the Consideration Securities will be transferable except in accordance with restrictions which will be described more fully in any applicable offering memorandums (the “Offering Memoranda”). It is anticipated that the Exchange Offers will be made, and each series of the Consideration Securities to be issued pursuant to and in connection with the Exchange Offers will be offered and issued, only (a) in the United States to holders of Existing Notes, as applicable, who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), (b) in the United States to holders of Existing Notes, as applicable, not resident in Arkansas who are institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and (c) outside the United States to holders of Existing Notes, as applicable, who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act, and, in the case of clauses (b) and (c) above, who are also an "institutional account" within the meaning of FINRA Rule 4512(c). It is anticipated that only holders of Existing Notes who certify to the applicable Issuer that they are eligible to participate in the applicable Exchange Offer pursuant to at least one of the foregoing conditions (“Eligible Holders”) will be authorized to receive or review the related Offering Memorandum or participate in such Exchange Offer. If any holder of the Existing Notes is not an Eligible Holder, such holder will not be able to receive the Offering Memoranda. It is anticipated that the Exchange Offers and Consent Solicitations will be conducted pursuant to the Offering Memoranda and related materials (collectively, the “Exchange Offer Materials”). Questions regarding the Exchange Offers and Consent Solicitations may be directed to the Issuers at the following email address: Attn: Investor Relations, Email: investor.relations@intelsat.com. The complete terms and conditions of the Exchange Offers and Consent Solicitations, as well as the terms of each of the Consideration Notes, will be set forth in Offering Memoranda. The Offering Memoranda will only be made available to holders who complete an eligibility letter confirming their status as Eligible Holders. The Issuers will make the Exchange Offers only by, and pursuant to, the terms of the Exchange Offer Materials. None of Intelsat, the Issuers, the Information and Exchange Agent, nor their respective affiliates makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes, as applicable. Eligible Holders must make their own decision as to whether or not to tender their Existing Notes, as applicable, as well as with respect to the principal amount of the Existing Notes, as applicable, to tender. The Exchange Offers will not be made to any holders of Existing Notes, as applicable, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. Intelsat S.A. (NYSE: I) operates the world’s first Globalized Network, powered by its leading satellite backbone, delivering high-quality, cost-effective video and broadband services anywhere in the world. Intelsat’s Globalized Network combines the world’s largest satellite backbone with terrestrial infrastructure, managed services and an open, interoperable architecture to enable customers to drive revenue and reach through a new generation of network services. Thousands of organizations serving billions of people worldwide rely on Intelsat to provide ubiquitous broadband connectivity, multi-format video broadcasting, secure satellite communications and seamless mobility services. The end result is an entirely new world, one that allows us to envision the impossible, connect without boundaries and transform the ways in which we live. Statements in this news release, including statements regarding the Combination, the Exchange Offers and the Consent Solicitations, constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. When used in this release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. The forward-looking statements reflect Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of Intelsat’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. Known risks include, among others, market conditions and the risks described in Intelsat’s annual report on Form 20-F for the year ended December 31, 2016, and its other filings with the U.S. Securities and Exchange Commission and risks and uncertainties related to our ability to consummate the Combination, the Exchange Offers and the Consent Solicitations, and to the occurrence of the Mandatory Jax Exchanges and the Mandatory ICF/Lux Exchanges. Because actual results could differ materially from Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. Intelsat does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


News Article | February 22, 2017
Site: www.prnewswire.com

ALEXANDRIA, Va., Feb. 22, 2017 /PRNewswire-USNewswire/ -- The Iraqi Children Foundation (ICF) will host its 5th Annual "In Their Shoes" 5K run/walk on May 20, 2017 at the US Patent and Trademark Office in Alexandria, Virginia. The 5K will benefit Iraq's most vulnerable: orphans, street...

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