EchoStar Satellite Services, L.L.C., a subsidiary of EchoStar Corporation and Satélites Mexicanos, S.A. de C.V. (Satmex) announced an agreement pursuant to which EchoStar will acquire an ownership interest in Satmex. Satmex is Mexico’s satellite operator and delivers video, audio and data services to the Americas. MVS Comunicaciones and EchoStar’s partner in the fast growing Mexican direct-to-home TV service Dish Mexico, will also participate in the ownership of Satmex through a joint venture with EchoStar. Together, EchoStar and MVS Comunicaciones will acquire all of the outstanding stock of Satmex.
Satmex will be acquired for approximately $267 million in cash, plus up to $107 million in cash on Satmex’s balance sheet at closing, resulting in total cash of up to $374 million available for distribution to Satmex’s stakeholders. The transaction is expected to close early in the third quarter 2010.
Established in the mid 1980s as part of a government operation before becoming a commercial organization, Satmex owns and operates three satellites and two satellite uplink facilities, and has approximately 200 employees, which are all included as part of the transaction.
In connection with the sale, Satmex intends to offer to purchase all of its outstanding Senior Secured Notes for cash upon the closing of the sale of the Satmex shares. The offer to purchase the Senior Secured Notes and the sale of the shares are subject to the receipt of certain consents from the holders of the Senior Secured Notes, including consents to modify or eliminate most of the covenants in the indentures under which the Senior Secured Notes have been issued, and various corporate approvals. The consummation of the sale of the Satmex shares is conditioned upon successful completion of the offer to purchase the Senior Secured Notes.
The transaction is also contingent upon other closing conditions, including actions with respect to the construction of a replacement satellite for Satmex 5, verification of the operational capabilities of Satmex’s in-orbit satellites, approvals under applicable U.S. export laws, and completion of regulatory review and receipt of regulatory approvals.
The tender offers described in this press release have not yet commenced, and this press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any securities. Satmex has not yet commenced any tender offer. Any tender offer will be made only pursuant to an offer to purchase and related materials distributed by Satmex to holders of securities. Security holders are strongly encouraged to read carefully the offers to purchase, the letters of transmittal and any other related materials because they will contain important information.