Satellite pioneer Intelsat Ltd. said Monday it is acquiring PanAmSat Holding Corp. for $3.2 billion in a deal that would add a top cable TV broadcaster to Intelsat’s dominant position as the biggest provider of space-based data and voice communications for governments and businesses.
Intelsat, created in 1964 through a partnership of 147 nations and then privatized in 2001, will also assume $3.2 billion of debt from PanAmSat in the deal, the companies said Monday.
The proposed merger would nearly double Intelsat’s satellite fleet to 53 spacecraft, creating a company with $1.9 billion in annual revenues.
A former unit of DirecTV Group Inc., PanAmSat’s satellites are still used to deliver DirecTV’s cable service and other direct broadcast TV services to about 125 million households, primarily in North and South America.
The company, based in Wilton, Conn., was acquired more than a year ago in a $3.4 billion buyout led by Kohlberg Kravis Roberts & Co. This past March, PanAmSat went public again with an initial public offering of 50 million shares priced at $18 a share.
Intelsat has agreed to pay $25 a share, representing a 28 percent increase from the IPO and a 26 percent premium over last week’s closing quote for PanAmSat’s shares, which on Monday jumped $4, or 20 percent, to close at $23.80 on the New York Stock Exchange.
The acquisition also comes about half a year after Intelsat was acquired by an investment partnership named Zeus Holdings Ltd. for $3 billion. Before that deal, Intelsat’s top investor was Lockheed Martin Corp. with a 24 percent stake, followed by France Telecom and VSNL of India with 5 percent apiece.
While the deal would combine two of the industry’s biggest players, executives for the companies asserted the merger wouldn’t hurt competition because Intelsat and PanAmSat are strong in different regions and types of services.
They also echoed an argument voiced repeatedly in the telephone industry this year with SBC Communications Inc.’s purchase of AT&T Corp. and Verizon Communications Inc.’s purchase of MCI Inc.: The mounting competition between cable, phone, wireless and satellite providers more than makes up for the loss of an individual competitor in any one of those markets.
“The satellite business is not a big part of the communications business,” said PanAmSat Chief Executive Joseph Wright, who is slated to become chairman of the combined company. “Our biggest competition is really coming from fiber and other companies that are delivering a lot more signal than we are.”
The executives also said there’s excess satellite capacity in the market, with both companies currently using less than three-quarters of their transmission capabilities.
Intelsat Chief Executive David McGlade, who will be CEO of the merged company, said “We feel we’re in a position where we’re not going to have to divest satellites” to gain regulatory clearance for the deal.
The boards of both Intelsat and PanAmSat have approved the transaction, and shareholders owning roughly 58 percent of PanAmSat’s shares have agreed to approve the merger, the companies said.
The acquisition is expected to close in about six to 12 months, pending approval from PanAmSat shareholders and regulators.
Before the deal closes, Intelsat is expected to transfer virtually all of its assets and liabilities to a new subsidiary, and then both PanAmSat and the unit will become subsidiaries of Intelsat, with PanAmSat continuing as a separate corporate entity.
Intelsat said it received financing commitments from a group of firms led by Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC and Lehman Brothers Inc. for the full purchase price.
