REG-Eutelsat Group Eutelsat Communications S.A. announces offering of €1,500 million senior notes

Eutelsat Communications SAAnnouncement

23/02/2026 07:30

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Eutelsat Communications S.A. announces offering of €1,500 million senior
notes

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE
IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT
TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES
IS BEING MADE IN THE UNITED STATES.

Eutelsat Communications S.A. (ISIN: FR0010221234 - Euronext Paris / London
Stock Exchange: ETL) (the “Company”) announces today that it has launched
an offering (the “Offering”) of €1,500 million in aggregate principal
amount of new Euro-denominated senior notes (comprised of senior notes due
2031 and senior notes due 2033) (the “Notes”). It is intended that the
Notes will be guaranteed by Eutelsat S.A. and OneWeb Holdings Limited. The
completion of the Offering is subject to market conditions.

The Company intends to use the gross proceeds from the Offering, if completed,
together with drawings under the new facility in an initial principal amount
of €400 million made available under the new credit facilities agreement
signed on November 13, 2025, to (i) redeem in full Eutelsat S.A.’s €600
million 2.25% notes due 2027, (ii) redeem in full Eutelsat S.A.’s €600
million 9.750% notes due 2029 (the “2029 Notes”), (iii) repay and cancel
in full the term loan and the revolving credit facility made available to the
Company under the facilities agreement entered into on June 25, 2021, (iv) pay
the fees and expenses related to the Offering and the entry into the new
credit facilities agreement, along with the accrued interest on the
indebtedness repaid as part of the transactions (including the make-whole
premium payable in connection with the redemption of the 2029 Notes), and (v)
fund cash on balance sheet.

****************

Important notice

This press release constitutes a public disclosure of inside information under
Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No
2016/1055 (10 June 2016).

The Notes will be offered to only to non-U.S. persons in offshore transactions
outside the United States pursuant to Regulation S under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) and in the United States to
qualified institutional buyers pursuant to Rule 144A under the Securities Act,
subject to prevailing market and other conditions. The Tender Offer is being
made only to non-U.S. persons outside the United States pursuant to Regulation
S under the Securities Act. There is no assurance that the Transactions will
be completed or, if completed, as to the terms on which it is completed. The
Notes have not been registered under the Securities Act or the securities laws
of any other jurisdiction and may not be offered or sold in the United States
absent registration or unless pursuant to an applicable exemption from the
registration requirements of the Securities Act and any other applicable
securities laws. This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall it constitute an
offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the
“Prospectus Regulation”).

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor (as defined above) in the United Kingdom. The expression “retail
investor” in relation to the United Kingdom means a person who is neither
(i) a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the “EUWA”); nor (ii) a qualified
investor as defined in paragraph 15 of Schedule 1 to the Public Offers and
Trading Regulations 2024 (the “POATRs”).

This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Prospectus Regulation or otherwise.
The offer and sale of the Notes will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a prospectus for
offers of securities.

In the United Kingdom, this announcement is directed only at (i) persons
having professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”), or (ii) high net worth entities
falling within Article 49(2)(a) to(d) of the Order, or (iii) persons to whom
it would otherwise be lawful to distribute them, all such persons together
being referred to as “Relevant Persons.” The Notes are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Notes will be engaged in only with, Relevant Persons.

MiFID II professionals/ECPs-only/ No PRIIPs KID – Manufacturer target market
(MIFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail investors in EEA.

UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID – Manufacturer target
market (UK MIFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No UK PRIIPs key
information document (KID) has been prepared as not available to retail
investors in the United Kingdom.

Neither the content of the Company’s website nor any website accessible by
hyperlinks on the Company’s website is incorporated in, or forms part of,
this announcement. The distribution of this announcement into certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Forward-looking statements

This press release may include forward-looking statements. These
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms “believes”, ‟estimates”,
‟anticipates”, “expects”, “intends”, “may”, “will” or
“should” or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include all matters
that are not historical facts and include statements regarding the Company’s
or its affiliates’ intentions, beliefs or current expectations concerning,
among other things, the Company’s or its affiliates’ results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Readers are
cautioned that forward-looking statements are not guarantees of future
performance and that the Company’s or its affiliates’ actual results of
operations, financial condition and liquidity, and the development of the
industries in which they operate may differ materially from those made in or
suggested by the forward-looking statements contained in this press release.
In addition, even if the Company’s or its affiliates’ results of
operations, financial condition and liquidity, and the development of the
industries in which they operate are consistent with the forward-looking
statements contained in this press release, those results or developments may
not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement
are made as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.



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Eutelsat Communications S.A.


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