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6-K Form - Report of foreign issuer [Rules 13a-16 and 15d-16] - Telesat Canada (0001465191) (Filer)

6-K1f6k100919_telesatcananda.htmREPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuantto Rule 13a-16 or 15d-16

Under the Securities Exchange Act of1934

 

For the month of September 2019

 

Commission File Number: 333-159793-01

 

TELESAT CANADA

 

(Name of Registrant)

 

160 Elgin Street, Suite 2100, Ottawa,Ontario, Canada K2P 2P7
(Address of principal executive offices)

  

Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F. 

 

Form 20-F ☒          Form 40-F ☐

 

Indicate by check mark if the registrantis submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  Yes ☐ No ☒

 

Indicate by check mark if the registrantis submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  Yes ☐ No ☒

 

Indicate by check mark whether the registrantby furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant toRule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

 

If “Yes” is marked, indicatebelow the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.

 

 

 

 

 

 

 

On October 11, 2019, Telesat Canada (“Telesat”)issued a news release, attached hereto as Exhibit 99.1, announcing the completion of its offering of senior notes as outlined below.

 

Indenture and 6.500% Senior Notes due 2027

 

On October 11, 2019, Telesat, as issuer, and Telesat LLC, asco-issuer (“Telesat LLC” and, together with Telesat, the “Co-Issuers”), issued $550 million in aggregateprincipal amount of 6.500% Senior Notes due 2027 (the “2027 Senior Notes”) pursuant to an indenture dated October 11,2019 (the “2027 Senior Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and The Bank of New York Mellon, as Trustee (collectively, the “Notes Offering”).

 

The 2027 Senior Notes are unsubordinated unsecured obligationsof the Co-Issuers and will mature on October 15, 2027. The 2027 Senior Notes bear interest at 6.500% per annum from the issuedate, payable on April 15 and October 15 of each year, commencing on April 15, 2020, to holders of record on the immediatelypreceding April 1 or October 1, as the case may be.

 

On and after October 15, 2022, the Co-Issuers may redeem the2027 Senior Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice at the following redemptionprices (expressed as percentages of principal amount of the 2027 Senior Notes to be redeemed), plus accrued and unpaid interestand additional amounts, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevantrecord date to receive interest due on the relevant interest payment date falling on or prior to the redemption date), if redeemedduring the twelve-month period beginning on October 15 of each of the years set forth below:

 

Year  Percentage
2022   103.250%
2023   101.625%
2024 and thereafter   100.000%

 

In addition, prior to October 15, 2022, the Co-Issuers may redeemup to 40% of the aggregate principal amount of 2027 Senior Notes (including any additional 207 Senior Notes issued after the closingdate of this offering) issued under the 2027 Senior Notes Indenture at a redemption price equal to 106.500% of the aggregate principalamount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the applicable redemption date(subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest paymentdate falling on or prior to the redemption date), with the net cash proceeds of one or more equity offerings of Telesat or anydirect or indirect parent of Telesat to the extent such net cash proceeds are contributed to Telesat; provided that at least50% of the aggregate principal amount of the 2027 Senior Notes originally issued under the 2027 Senior Notes Indenture remainsoutstanding immediately after the occurrence of each such redemption; provided, further, that such redemption occurswithin 180 days after the date of the closing of such equity offering.

 

At any time prior to October 15, 2022, the Co-Issuers may redeemthe 2027 Senior Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice at a redemption priceequal to 100% of the principal amount of the 2027 Senior Notes redeemed, plus accrued and unpaid interest and additional amounts,if any, to, but excluding, the redemption date and a make-whole premium (subject to the right of holders of record on the relevantrecord date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).

 

The 2027 Senior Notes will rank equally in right of paymentwith all of the Co-Issuers’ existing and future unsubordinated indebtedness and will rank senior in right of payment to theCo-Issuers’ future indebtedness that by its terms is subordinated to the 2027 Senior Notes. The 2027 Senior Notes will beeffectively subordinated to all of the Co-Issuers’ existing and future secured indebtedness, to the extent of the value ofthe assets securing such indebtedness, including the obligations under the Senior Credit Facilities (as defined in the 2027 SeniorNotes Indenture). The 2027 Senior Notes will be irrevocably and unconditionally guaranteed on an unsubordinated unsecured basisby each existing and future restricted subsidiary of Telesat (other than Telesat LLC) that guarantees the obligations or is a borroweror co-borrower under the Senior Credit Facilities or under certain publicly or privately issued debt securities issued by Telesator any restricted subsidiary. The guarantees will rank equally in right of payment with all of the guarantors’ existing andfuture unsubordinated indebtedness, will rank senior in right of payment to the guarantors’ future indebtedness that by itsterms is subordinated to these guarantees and will be effectively subordinated to the guarantors’ existing and future securedindebtedness, to the extent of the value of the assets securing that indebtedness, including their guarantees of the Senior CreditFacilities. To the extent any guarantor is released from its obligations under the Senior Credit Facilities and certain other publiclyor privately issued debt securities, such guarantor will also be released from its obligations under the 2027 Senior Notes. The2027 Senior Notes and related guarantees will be structurally subordinated to all obligations of any existing and future subsidiariesof Telesat that do not guarantee the 2027 Senior Notes.

 

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If certain change of control events occur and, as a result,Telesat’s total net leverage ratio exceeds 4.50 to 1.00, the Co-Issuers will be required to make an offer to repurchase allof the 2027 Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interestand additional amounts, if any, to, but excluding, the date of repurchase, subject to the right of holders of record on the relevantrecord date to receive interest due on the relevant interest payment date falling on or prior to the date of repurchase.

 

The 2027 Senior Notes Indenture contains a number of restrictivecovenants, including those relating to the following:

 

(1)Limitationson Incurrence of Indebtedness;

 

(2)Limitationson Restricted Payments;

 

(3)Limitationson Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;

 

(4)AssetSales;

 

(5)Limitationson Transactions with Affiliates;

 

(6)Limitationson Liens;

 

(7)Reportsand Other Information;

 

(8) Maintenance of Insurance;
   
(9) Limitation on Activities of the Co-Issuer; and
   
(10)  Mergers, Consolidations, Amalgamations and Transfers of All or Substantially All Assets.

 

Upon the occurrence of certain events of default specified inthe 2027 Senior Notes Indenture, the principal of, premium, if any, interest and any other monetary obligations on all the thenoutstanding 2027 Senior Notes may become due and payable.

 

The foregoing description of the 2027 Senior Notes Indenturedoes not purport to be complete and is qualified in its entirety by reference to the full text of the 2027 Senior Notes Indenture,attached hereto as Exhibit 4.1 and incorporated herein by reference.

 

Use of Proceeds and Redemption of 8.875% Senior Notes due2024

 

Telesat used the net proceeds from the Notes Offering, togetherwith cash on hand, to redeem all of the Co-Issuers’ outstanding US$500 million aggregate principal amount of 8.875% SeniorNotes due 2024 and pay related premium, fees and expenses.

  

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Exhibit Index

 

The following information is furnished to the U.S. Securitiesand Exchange Commission as part of this report on Form 6-K:

 

Exhibit No.   Document
4.1  

Indenture, dated October 11, 2019, with respect to Telesat Canada’s 6.500% Senior Notes due 2027, among Telesat Canada and Telesat LLC, as co-issuers, the guarantors party thereto and The Bank of New York Mellon, as Trustee

     
99.1  

News release dated October 11, 2019 “Telesat Canada Announces Closing of its Notes Offering”

 

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SIGNATURES

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

  

Date: October 11, 2019

TELESAT CANADA

 

  By: /s/ Christopher S. DiFrancesco
   

Name: Christopher S. DiFrancesco

Title: Vice President, General Counsel and Secretary

 

 

 

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