Intelsat completes $6.4b PanAmSat acquisition

July 5, 2005

Intelsat has completed its acquisition of PanAmSat Holding Corp., making it the world's largest provider of fixed satellite services to the media, network services, telecom and government sectors.

Under the merger, Intelsat acquired all of PanAmSat's outstanding common shares for $3.2 billion. Each share was converted into the right to receive $25, plus approximately $0.00927 as the pro rata quarterly dividend, per share in cash without interest.

As a result, PanAmSat is now a wholly owned subsidiary of Intelsat, and the company's common stock has been delisted from the New York Stock Exchange.

The total value of the transaction, including PanAmSat debt that was refinanced or remained outstanding, was approximately $6.4 billion.

For the 12-month period ending March 31, pro forma revenues for the combined company reached more than $2 billion, while adjusted EBITDA for Intelsat (Bermuda) Ltd. on a pro forma combined basis was $1.6 billion.

During the same period, pro forma combined revenue backlog, which was based on long-term customer commitments of up to 15 years, was approximately $8.3 billion.

"The combined assets of our company provide the highest level of service and network reliability to existing customers, while opening doors to new business opportunities in key communications growth markets such as HD, IPTV and applications resulting from the convergence of video, voice, data and mobility," said Intelsat CEO David McGlade.

"This merger creates a strong, next-generation, global communications leader with an unrivaled ability to provide the competitive and sophisticated services consumers and businesses need by leveraging unparalleled satellite, terrestrial and technical expertise," he added.

Intelsat said it intended to adopt a "one company" operating philosophy and expected to fully integrate PanAmSat's assets and operations.

David McGlade will continue to serve as CEO and director of Intelsat Ltd. Other members of the executive team are James Frownfelter, formerly PanAmSat president and COO, as COO; Phillip Spector, EVP and general counsel; and Jeffrey Freimark, EVP and CFO. Joseph Wright, formerly PanAmSat CEO, has been appointed chairman of the board.

Intelsat will remain based in Pembroke, Bermuda and maintain its US headquarters in Washington, D.C.

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