6-K

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of

 the Securities Exchange Act of 1934

For the month of April 2012

Commission File Number: 333-159793

Telesat Canada

(Exact name of registrant as specified in its charter)

1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F þ       Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o      No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o      No þ

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes o      No þ

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

Exhibits

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

Exhibit No.	Description
99.1	Press release of Telesat Canada, dated April 30, 2012, announcing a proposed notes offering.
99.2	Press release of Telesat Canada, dated April 30, 2012, announcing a tender offer and consent solicitation with respect to certain outstanding notes.
99.3	Press release of Telesat Canada, dated April 30, 2012, announcing the pricing of its notes offering.

- 1 -

SIGNATURE

Pursuant to the requirements of 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.

TELESAT CANADA
(Registrant)  

April 30, 2012                                                             By:  /s/Christopher S. DiFrancesco               

Name: Christopher S. DiFrancesco

Title:    Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Telesat Canada Announces Proposed Notes Offering

OTTAWA, CANADA, April 30, 2012 –Telesat Canada (“Telesat”), a wholly-owned subsidiary of Telesat Holdings Inc. (“Holdings”) today announced that, together with Telesat LLC, as co-issuer, it intends to issue US$700 million of senior notes due 2017 (the “Senior Notes”). Telesat intends to use the net proceeds from the offering to fund the repurchase or redemption pursuant to a cash tender offer (the “Tender Offer”) and related consent solicitation for its outstanding 11.0% senior notes due November 1, 2015. The closing of the Tender Offer and related consent solicitation remains subject to the satisfaction of the terms and conditions of such Tender Offer.

The Senior Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Senior Notes will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum. No assurance can be made that the Senior Notes will be issued.

Forward-Looking Statements Safe Harbor

This news release contains statements that are not based on historical fact and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “will”, “subject to”, “intends”, “would” or other variations of these words or other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from the expectations expressed or implied in the forward-looking statements as a result of known and unknown risks and uncertainties. Detailed information about some of Telesat’s known risks and uncertainties is included in the “Risk Factors” section of Telesat’s Annual Report for the fiscal year ended December 31, 2011, filed with the United States Securities and Exchange Commission (SEC) on February 22, 2012, as well as Telesat’s quarterly reports on Form 6-K and other filings with the SEC. This filing can be obtained on the SEC’s website at http://www.sec.gov. Known risks and uncertainties include but are not limited to: risks associated with operating satellites and providing satellite services, including satellite construction or launch delays, launch failures, in-orbit failures or impaired satellite performance, volatility in exchange rates and risks associated with domestic and foreign government regulation. The foregoing list of important factors is not exhaustive.  The information contained in this news release reflects Telesat’s beliefs, assumptions, intentions, plans and expectations as of the date of this news release. Except as required by law, Telesat disclaims any obligation or undertaking to update or revise the information herein.

About Telesat (www.telesat.com) 

Telesat is a leading global fixed satellite services operator providing reliable and secure satellite-delivered communications solutions worldwide to broadcast, telecom, corporate and government customers. Headquartered in Ottawa, Canada, with offices and facilities around the world, Telesat’s state-of-the-art fleet consists of 12 satellites and the Canadian Ka-band payload on ViaSat-1, plus one satellite preparing for launch and another under construction. Telesat also manages the operations of additional satellites for third parties.  Privately held, Telesat’s principal shareholders are Canada’s Public Sector Pension Investment Board and Loral Space & Communications Inc. (NASDAQ: LORL).

For further information:

Michael Bolitho, Telesat, +1 (613) 748-8700 ext. 2336 (ir@telesat.com)

EX-99.2

Exhibit 99.2

Telesat Canada Announces Tender Offer and Consent Solicitation for Certain of its Outstanding Notes

OTTAWA, CANADA, April 30, 2012 – Telesat Canada (“Telesat”), a wholly-owned subsidiary of Telesat Holdings Inc. (“Holdings”), announced today the launch of a cash tender offer and consent solicitation with respect to any and all of its outstanding 11.0% Senior Notes due 2015 (the “Senior Notes”) issued under an indenture dated as of June 30, 2008 (the “Senior Indenture”).

Information with respect to the Senior Notes and other information pertaining to the tender offer and consent solicitation are set forth below:

Security ...................................................	11.0% Senior Notes due November 1, 2015
CUSIP......................................................	87952V AE6
Outstanding Principal Amount(1)..............	$692,825,000
Consent Date...........................................	5:00 p.m., New York City time, May 11, 2012
Tender Offer Consideration(2) .................	$1,030.00
Consent Payment(3) ................................	$30.00
Total Consideration(3) .............................	$1,060.00

(1)   As of April 30, 2012.

(2)   For each $1,000 principal amount of Senior Notes, excluding accrued but unpaid interest thereon, which unpaid interest will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(3)   For each $1,000 principal amount of Senior Notes tendered prior to the Consent Date, excluding accrued but unpaid interest thereon, which unpaid interest will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.  The Total Consideration includes the Consent Payment.

In connection with the tender offer, Telesat is soliciting the consent of the holders of the Senior Notes to proposed amendments to the Senior Indenture (the "Proposed Amendments"). The principal purpose of the consent solicitation and the Proposed Amendments is to eliminate substantially all of the restrictive covenants, eliminate or modify certain events of default and eliminate or modify certain other provisions contained in the Senior Indenture. In order for the Proposed Amendments to be effective with respect to the Senior Notes, holders of at least a majority of the outstanding aggregate principal amount of the Senior Notes (excluding, for purposes of establishing such majority, Senior Notes beneficially owned by Telesat or its affiliates) must consent to the Proposed Amendments. Holders who tender Senior Notes are obligated to consent to the Proposed Amendments and holders may not deliver consents without tendering the Senior Notes. 

Each holder who validly tenders Senior Notes and delivers consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on May 11, 2012, unless such time is extended by Telesat (the “Consent Date”), will receive, if such Senior Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,060.00, which includes $1,030.00  as the tender offer consideration and $30.00 as a consent payment. In addition, accrued interest up to, but not including, the payment date of the Senior Notes will be paid in cash on all validly tendered and accepted Senior Notes.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on (and at the end of) May 25, 2012, unless extended (the "Expiration Date”). Tendered Senior Notes may be withdrawn and consents may be revoked at any time prior to the Consent Date but not thereafter. Holders who validly tender Senior Notes and deliver consents after the Consent Date will receive only the tender offer consideration and will not be entitled to receive a consent payment if such Senior Notes are accepted for purchase pursuant to the tender offer.  

Telesat reserves the right, at any time or times following the Consent Date but prior to the Expiration Date, to accept for purchase all the Senior Notes (such time, the “Early Acceptance Time"), validly tendered prior to the Early Acceptance Time. If Telesat elects to exercise this option, it will pay the total consideration for the Senior Notes accepted for purchase at the Early Acceptance Time on such date (the “Early Payment Date”) promptly following the Early Acceptance Time. Also on the Early Payment Date, Telesat will pay accrued and unpaid interest up to, but not including, the Early Payment Date on the Senior Notes accepted for purchase at the Early Acceptance Time. Telesat currently expects that the Early Payment Date will be May 14, 2012.

Subject to the terms and conditions of the tender offer and the consent solicitation, Telesat will, promptly after the Expiration Date, accept for purchase all the Senior Notes (such time, the “Final Acceptance Time”), validly tendered and not revoked prior to the Expiration Date (or if Telesat has exercised its early purchase option described above, all the Senior Notes validly tendered after the Early Acceptance Time and prior to the Expiration Date). Telesat will pay the total consideration or tender offer consideration, as the case may be, for the Senior Notes accepted for purchase at the Final Acceptance Time on a date (such date, the “Final Payment Date”) promptly following the Final Acceptance Time. Also on the Final Payment Date, Telesat will pay accrued and unpaid interest up to, but not including, the Final Payment Date on the Senior Notes accepted for purchase at the Final Acceptance Time. Telesat currently expects that the Final Payment Date will be May 29, 2012. The consummation of the tender offer and the consent solicitation is conditioned upon, among other things, (i) the issuance of an aggregate principal amount of new debt financing acceptable to Telesat in its sole discretion, with terms (including economic terms) acceptable to Telesat in its sole discretion, to permit the closing of the tender offer, consent solicitation, the repurchase or redemption of the Senior Notes, in the event that any Senior Notes are not purchased pursuant to the tender offer, and related transactions, and the availability of proceeds from the issuance of the debt financing necessary to pay the applicable total consideration and interest to the Early Payment Date or the Final Payment Date, as the case may be, for validly tendered Senior Notes and/or to redeem Senior Notes, in the event that any Senior Notes are not purchased pursuant to the tender offer (including any applicable premiums and fees and expenses), and (ii) the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of the Senior Notes (excluding Senior Notes beneficially owned by Telesat or its affiliates) to the Proposed Amendments, and the execution of the supplemental indenture giving effect to the Proposed Amendments.

If any of the conditions are not satisfied, Telesat may terminate the tender offer and return tendered Senior Notes. Telesat has the right to waive any of the conditions to the consummation of the tender offer and to consummate the tender offer and the consent solicitation. In addition, Telesat has the right, in its sole discretion, to terminate the tender offer and/or the consent solicitation at any time, subject to applicable law. 

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the tender offer and consent solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement dated April 30, 2012 and the related Consent and Letter of Transmittal (the “Offer Documents”) that are being sent to holders of the Senior Notes. The tender offer and consent solicitation are being made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.

The Dealer Managers for the tender offer and the solicitation agents for the consent solicitation are J.P. Morgan, Credit Suisse  and Morgan Stanley. Questions regarding the tender offer or consent solicitation may be directed to J.P. Morgan at (800) 245-8812 (toll-free) or at (212) 270-1200 (collect), to Credit Suisse at (800) 820–1653 (toll free) or at (212) 325-2476, and Morgan Stanley at (800) 624-1808 or at (212) 761-1057.

i-Deal LLC (“IPREO”) is the Information Agent for the tender offer and consent solicitation.  Requests for the Tender Offer Documents may be directed to IPREO at (212) 849-5000 (for brokers and banks) or (888) 593-9546 (for all others). Continental Stock Transfer & Trust Company is the Depositary for the tender offer and consent solicitation. You may contact the Depositary at (212) 509-4000 ext. 536.

None of Telesat, its board of directors, the trustee under the Senior Indenture, the Depositary, the Information Agent, the Dealer Managers or any of their respective affiliates makes any recommendation to the Holders as to whether to tender or refrain from tendering all or any portion of the Senior Notes or as to whether they should furnish the requested consents or withhold such consents with respect to all or any portion of their Senior Notes. Holders must decide whether to tender Senior Notes and furnish or withhold consents and, if tendering, the amount of Senior Notes to tender. Holders of the Senior Notes should read carefully the Tender Offer Documents and related materials before any decision is made with respect to the tender offer and consent solicitation.

Forward-Looking Statements Safe Harbor

This news release contains statements that are not based on historical fact and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “will”, “may”, “expects”, “conditioned upon”, “would” or other variations of these words or other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from the expectations expressed or implied in the forward-looking statements as a result of known and unknown risks and uncertainties. Detailed information about some of Telesat’s known risks and uncertainties is included in the “Risk Factors” section of Telesat’s Annual Report for the fiscal year ended December 31, 2011, filed with the United States Securities and Exchange Commission (SEC) on February 22, 2012, as well as Telesat’s quarterly reports on Form 6-K and other filings with the SEC. This filing can be obtained on the SEC’s website at http://www.sec.gov. Known risks and uncertainties include but are not limited to: risks associated with operating satellites and providing satellite services, including satellite construction or launch delays, launch failures, in-orbit failures or impaired satellite performance, volatility in exchange rates and risks associated with domestic and foreign government regulation. The foregoing list of important factors is not exhaustive. The information contained in this news release reflects Telesat’s beliefs, assumptions, intentions, plans and expectations as of the date of this news release. Except as required by law, Telesat disclaims any obligation or undertaking to update or revise the information herein.

About Telesat (www.telesat.com) 

Telesat is a leading global fixed satellite services operator providing reliable and secure satellite-delivered communications solutions worldwide to broadcast, telecom, corporate and government customers. Headquartered in Ottawa, Canada, with offices and facilities around the world, Telesat’s state-of-the-art fleet consists of 12 satellites and the Canadian Ka-band payload on ViaSat-1, plus one satellite preparing for launch and another under construction. Telesat also manages the operations of additional satellites for third parties.  Privately held, Telesat’s principal shareholders are Canada’s Public Sector Pension Investment Board and Loral Space & Communications Inc. (NASDAQ: LORL).

For further information:

            Michael Bolitho, Telesat, +1 (613) 748-8700 ext. 2336 (ir@telesat.com)

EX-99.3

Exhibit 99.3

Telesat Canada Announces Pricing of Notes Offering

OTTAWA, CANADA, April 30, 2012 –Telesat Canada (“Telesat”), a wholly-owned subsidiary of Telesat Holdings Inc. (“Holdings”), today announced the pricing of a private placement launched this morning.  Telesat, together with Telesat LLC, as co-issuer (together with Telesat, the “Co-Issuers”), will issue US$700 million of senior notes due 2017 (the “Senior Notes”). The closing of the private placement is expected to occur on May 14, 2012, subject to customary closing conditions.

The Senior Notes will bear interest at a rate of 6.0% payable semiannually, in cash in arrears, on May 15 and November 15 of each year, commencing November 15, 2012 and maturing on May 15, 2017. Telesat will use the net proceeds of the offering, together with cash on hand, to fund the redemption or repurchase of certain of its outstanding indebtedness.

The Senior Notes will be unsubordinated, unsecured obligations of the Co-Issuers, will rank equally with all of the Co-Issuers’ existing and future unsubordinated indebtedness and will rank senior in right of payment to the Co-Issuers’ existing and future debt that by its terms is subordinated to these Senior Notes. The Senior Notes will be effectively subordinated to all of the Co-Issuers’ existing and future secured indebtedness, including obligations under Telesat’s senior credit facilities, to the extent of the value of the assets securing such debt. The Senior Notes will be fully and unconditionally guaranteed on an unsubordinated unsecured basis by Holdings and each existing and future restricted subsidiary of Holdings (other than Telesat or Telesat LLC) that guarantees the obligations or is a borrower or co‑borrower under Telesat’s senior credit facilities or under certain publicly or privately issued debt securities issued by Holdings or any restricted subsidiary. The guarantees will rank equally in right of payment with all of the guarantors’ existing and future unsubordinated indebtedness and will be effectively subordinated to their existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness, including their guarantees of the senior credit facilities.  To the extent any guarantor is released from its obligations under Telesat’s senior credit facilities and certain other publicly or privately issued debt securities, such guarantor will also be released from its obligations under the Senior Notes.  The Senior Notes and related guarantees will be structurally subordinated to all obligations of any existing and future subsidiaries of Holdings that do not guarantee the Senior Notes.

The Senior Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Senior Notes will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.  No assurance can be made that the Senior Notes will be issued.

Forward-Looking Statements Safe Harbor

This news release contains statements that are not based on historical fact and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  When used in this news release, the words “will”, “expected”, “would” or other variations of these words or other similar expressions are intended to identify forward-looking statements and information.  Actual results may differ materially from the expectations expressed or implied in the forward-looking statements as a result of known and unknown risks and uncertainties.  Detailed information about some of Telesat’s known risks and uncertainties is included in the “Risk Factors” section of Telesat’s Annual Report for the fiscal year ended December 31, 2011, filed with the United States Securities and Exchange Commission (SEC) on February 22, 2012, as well as Telesat’s quarterly reports on Form 6-K and other filings with the SEC.  This filing can be obtained on the SEC’s website at http://www.sec.gov.  Known risks and uncertainties include but are not limited to: risks associated with operating satellites and providing satellite services, including satellite construction or launch delays, launch failures, in-orbit failures or impaired satellite performance, volatility in exchange rates and risks associated with domestic and foreign government regulation.  The foregoing list of important factors is not exhaustive.  The information contained in this news release reflects Telesat’s beliefs, assumptions, intentions, plans and expectations as of the date of this news release.  Except as required by law, Telesat disclaims any obligation or undertaking to update or revise the information herein.

About Telesat (www.telesat.com) 

Telesat is a leading global fixed satellite services operator providing reliable and secure satellite-delivered communications solutions worldwide to broadcast, telecom, corporate and government customers.  Headquartered in Ottawa, Canada, with offices and facilities around the world, Telesat’s state-of-the-art fleet consists of 12 satellites and the Canadian Ka-band payload on ViaSat-1, plus one satellite preparing for launch and another under construction.  Telesat also manages the operations of additional satellites for third parties.  Privately held, Telesat’s principal shareholders are Canada’s Public Sector Pension Investment Board and Loral Space & Communications Inc. (NASDAQ: LORL).

For further information:

Michael Bolitho, Telesat, +1 (613) 748-8700 ext. 2336 (ir@telesat.com)