☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Grand Duchy of Luxembourg
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98-1009418
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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4 rue Albert Borschette
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L-1246
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Luxembourg
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+352
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27 84
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1600
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Shares, nominal value $0.01 per share
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I
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated Filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Item 16
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•
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risks associated with operating our in-orbit satellites;
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•
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satellite launch failures, satellite launch and construction delays and in-orbit failures or reduced satellite performance;
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potential changes in the number of companies offering commercial satellite launch services and the number of commercial satellite launch opportunities available in any given time period that could impact our ability to timely schedule future launches and the prices we pay for such launches;
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our ability to obtain new satellite insurance policies with financially viable insurance carriers on commercially reasonable terms or at all, as well as the ability of our insurance carriers to fulfill their obligations;
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possible future losses on satellites that are not adequately covered by insurance;
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U.S. and other government regulation;
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changes in our contracted backlog or expected contracted backlog for future services;
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pricing pressure and overcapacity in the markets in which we compete;
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•
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our ability to access capital markets for debt or equity;
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the competitive environment in which we operate;
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customer defaults on their obligations to us;
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our international operations and other uncertainties associated with doing business internationally;
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litigation; and
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other risks discussed under Item 1A—Risk Factors.
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Item 1.
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Business
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Key Information
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•
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Global distribution of television entertainment and news programming to fixed and mobile devices;
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Completion and extension of international, national and regional data networks, fixed and wireless, notably in emerging and developed regions, and the upgrade of those networks to 3G/4G/5G as content is increasingly consumed on mobile devices;
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Universal access to broadband connectivity through fixed and mobile networks for consumers, corporations, government and other organizations;
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Increasing deployment of in-flight and on-board broadband access for consumer and business applications in the commercial, business aviation and maritime sectors;
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•
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Requirements for cost-efficient space-based network solutions for fixed and mobile government and military applications; and
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Global demand for services which enable connected devices, such as machine-to-machine communications and the Internet of Things (“IoT”), particularly with respect to connected car applications.
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Fast, scalable, secure and high-performance infrastructure deployments;
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Superior end-to-end network availability as compared to the availability of terrestrial networks, due to fewer potential points of failure;
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Highly reliable bandwidth and consistent application performance, as satellite beams effectively blanket service regions;
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Ability to extend beyond terrestrial network end points or to provide an alternative path to terrestrial infrastructure;
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Efficient content distribution through the ability to broadcast high quality signals from a single location to many locations simultaneously;
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Maximizing potential distribution of television programming, video neighborhoods, or capacity at orbital locations with a large number of consumer dishes or cable headend dishes pointed to them; and
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Rapidly deployable communications infrastructure for disaster recovery.
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Significant long-term contracted backlog, providing a foundation for predictable revenue streams;
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Entry into service of our next generation Intelsat Epic platform that was designed to support new services representing $4.4 billion of potential incremental growth by 2024 from expanded enterprise, wireless infrastructure, mobility, IoT and government applications;
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High operating leverage, which has allowed us to generate an average Adjusted EBITDA margin of 76% in the past three years; and
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A stable, efficient and sustainable tax profile for our global business.
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Connectivity and broadband access are essential elements of infrastructure supporting the rapid economic growth of developing nations. Globally dispersed organizations and regional businesses often turn to satellite-based infrastructure to provide better access, reliability and control of broadband services. Penetration of broadband connectivity in less developed regions has been growing rapidly and is expected to continue. Over the past 10 years, broadband penetration, including satellite connectivity, in the East Asia & Pacific Ocean regions grew at a 13% CAGR, in the Latin America & Caribbean region at a 11% CAGR, in the Middle East & North Africa regions at a 21% CAGR, and in Sub-Saharan Africa at a 18% CAGR according to the World Bank.
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Wireless infrastructure in the global race to 5G represents a potentially generational opportunity for satellite technology. Wireless telecommunications companies often use satellite-based solutions to extend networks into areas where geographic or low population density makes it economically unfeasible to deploy other technology. Further deployments of wireless telecom infrastructure and the migration from 2G to 3G, 4G and 5G networks, which adds content and data to basic voice communications, create demand for satellite bandwidth. We believe that the emergence of 5G networks will result in a new growth vector for satellite connectivity. Satellite technology is uniquely responsive to the 5G requirement of ubiquitous coverage and fast deployments. We believe satellite systems will complement terrestrial networks and enable reliable and consistent global 5G user experience in a cost-effective manner. In 2018, 3GPP, the telecommunications standard development organization, approved work item studies to incorporate satellite systems in 5G standards to demonstrate key satellites attributes, including broadcasting, multicasting, and ubiquity and global mobile connectivity. According to the Global System for Mobile Communications Association, 4G & 5G mobile connections are expected to increase from 43% to 74% of total connections for the period from 2018 to 2025.
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Mobility applications, such as maritime communications and aeronautical broadband services for commercial and government applications, are fueling demand for mobile connectivity. Commercial applications, such as broadband services for consumer air flights and cruise ships, as well as broadband requirements from the maritime commercial shipping and oil and gas sectors, provide increased demand for satellite-based services. The increasing demand for global broadband connectivity on commercial airlines is a key driver of satellite connectivity and services. 80% of North American aircraft provide in-flight entertainment and Wi-Fi services, while about 17% of European, African, Asian-Pacific and South American aircraft were connected in 2019, according to Valour Consultancy and Boeing. Global satellite services revenue related to demand for broadband mobility applications from land, aeronautical and maritime is expected to grow at a CAGR of 13% for the period from 2019 to 2024, according to NSR.
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Globalization of economic activities is increasing the geographic expansion of corporations and the communications networks that support them, while creating new audiences for content. Globalization also increases the communications requirements for governments supporting embassy and military applications.
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The emergence of new content consumers resulting from economic growth in developing regions leads to increased demand for free-to-air and pay-TV content. According to NSR, the highest expected growth in television channels is from developing regions, including Latin America at a CAGR of 1.8%, the Middle East and North Africa at 2.7%, Sub-Saharan Africa at 4.1%, and Asia-Pacific at 2.3% for the period from 2019 to 2024, respectively.
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Proliferation of formats and new sources of entertainment content result in increased bandwidth requirements, as content owners seek to maximize distribution to multiple viewing audiences across multiple technologies. HDTV, the introduction of ultra-high definition (“UHD”) television, internet distribution of traditional television programming known as “Over the Top” or “OTT”, and video to mobile devices are all examples of the expanding format and distribution requirements of media programmers, the implementation of which varies greatly from developed to emerging regions. In its 2019 study, NSR forecasted that the aggregate number of standard definition (“SD”), high definition (“HD”), and UHD television channels distributed worldwide for cable, broadcast and direct-to-home ("DTH") is expected to grow at a CAGR of 2% for the period from 2019 to 2024.
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Connected Devices and vehicles, such as those contemplated by machine-to-machine communications, the IoT and other future technology trends, will require ubiquitous coverage that might be best provided by satellite technology for certain applications in certain regions, and also for applications where ubiquitous, global access is required, such as enabling software downloads for connected cars marketed by the automotive sector or for the operations of connected vehicles, such as in agriculture applications. This represents an important potential source of longer-term demand.
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Customer Set
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Representative Customers
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Year
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Annual
Revenue
(1) (2)
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% of 2019
Total
Revenue
(2)
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% of 2019
Total
Backlog
(1) (2)
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Backlog to
2019
Revenue
Multiple
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Media
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AT&T, MultiChoice, The Walt Disney Company, Discovery Communications, Telefonica, Sentech, Corporacion de Radio Television del Norte
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2017
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$
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910
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2018(3)
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$
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938
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2019
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$
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883
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43
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%
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61
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%
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4.8x
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Network Services
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Marlink, KVH Industries, Speedcast, Global Eagle, Gogo, Verizon, SoftBank, Orange, Telecom Italia, Ministry of Transport and Communications of Myanmar
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2017
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$
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852
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2018(4)
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$
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798
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2019
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$
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770
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37
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%
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25
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%
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2.3x
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Government
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Australian Defence Force, U.S. Department of Defense, U.S. Department of State, Leonardo
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2017
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$
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353
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2018(5)
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$
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392
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2019
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$
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378
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18
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%
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11
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%
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2.0x
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(1)
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Dollars in millions; backlog as of December 31, 2019.
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(2)
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Does not include satellite-related services and other.
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(3)
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Includes $67 million of ASC 606 adjustments.
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(4)
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Includes $3 million of ASC 606 adjustments.
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(5)
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Includes $33 million of ASC 606 adjustments.
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•
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Transponder services
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•
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Managed services
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•
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Transponder services
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Mobile satellite services and other
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•
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Our fleet hosts 34 premium video neighborhoods, offering programmers superior audience penetration, with eight serving North America, nine serving Latin America, seven serving Africa and the Middle East, six serving Asia and four serving Europe;
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We are a leading provider of services used in global content distribution to media customers, according to Euroconsult. Our top 10 video distribution customers buy services on our network, on average, across three geographic regions, demonstrating the value provided by the global reach of our network;
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We believe that we are the leading provider of satellite service capacity for the distribution of cable television programming in North America, with thousands of cable headends pointed to our satellites. Our Galaxy 13 satellite provided the first HD neighborhood in North America, and today, our Galaxy fleet distributes over 380 HD channels; globally, we distribute over 5,500 TV channels, including approximately 1,600 HD channels;
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We are a leading provider of satellite services for DTH providers, supporting 29 DTH platforms around the world with over 50 million subscribers, including DIRECTV in Latin America, Telefonica in Brazil, MultiChoice in Africa, and Canal+ in multiple regions;
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We are a leading provider of services used in video contribution managed occasional use services, supporting coverage of major events for news and sports organizations, according to Euroconsult. For instance, we have carried programming on a global basis for every Olympiad since 1968; and
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•
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In its 2019 study, NSR forecasted that the number of SD, HD, and UHD television channels distributed worldwide for cable, broadcast and DTH is expected to grow at a CAGR of 2% for the period from 2019 to 2024. According to NSR, the highest expected growth in television channels is from developing regions, including Latin America at a CAGR of 1.8%, the Middle East and North Africa at 2.7%, Sub-Saharan Africa at 4.1%, and Asia-Pacific at 2.3% for the period from 2019 to 2024, respectively.
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Our largest network services customer type is enterprise networking. We are the world’s largest provider of satellite capacity for satellite-based private data networks, including VSAT networks, according to Euroconsult;
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The fastest growing customer type in our network services business is mobility services for the aeronautical and maritime sectors. We believe we hold a leading share of the aeronautical broadband services powering in-flight passenger connectivity. FSS revenue growth related to capacity demand for broadband aeronautical services is expected to grow from approximately $300 million to just over $1 billion annually, for the period from 2019 to 2024, at a CAGR of 28% according to Euroconsult. In addition, Euroconsult forecasts growth in FSS aeronautical terminals (excluding mobile satellite services ("MSS") and air-to-ground technology) at a CAGR of 17% for the period from 2019 to 2024;
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We are the leader in the provision of FSS bandwidth for maritime broadband connectivity. 14% of our 2019 total Company revenues were derived from commercial mobility services, the largest segment of which was maritime. The number of FSS VSATs related to capacity demand for maritime broadband services (excluding MSS) is expected to grow at a CAGR of 12% for the period from 2019 to 2024 according to Euroconsult. Of the world’s largest cruise vessels, Intelsat’s services are incorporated in the broadband infrastructure for a majority of ships, in substantially all cases as the exclusive or primary source of satellite services;
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Infrastructure for wireless operator services represents our third largest network services customer type. We believe we are the leading provider of satellite capacity for cellular backhaul applications in emerging regions, connecting cellular towers to the global telecommunications network, a global sector expected to generate over $900 million in revenue in 2020, according to NSR. Approximately 85 of our customers use our satellite-based backhaul services as a core component of their network infrastructure due to unreliable or non-existent terrestrial infrastructure. Our cellular backhaul customers include five of the top ten mobile groups worldwide, which serve a fifth of the world’s subscribers, excluding China;
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Approximately 130 value-added network operators use our IntelsatOne broadband hybrid infrastructure to deliver their regional and global services. Applications for these services include corporate networks for multinationals, internet access and broadband for maritime and commercial aeronautical applications. C-, Ku- and Ka-band and HTS revenue from capacity demand for mobility applications is expected to grow at a CAGR of 13.5% for the period from 2019 to 2024, according to NSR; and
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•
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The fixed enterprise VSAT sector (excluding all non-GEO HTS bandwidth) is expected to generate capacity revenues of approximately $2.7 billion in 2020, and capacity revenues are expected to grow at a CAGR of 7% from 2019 to 2024, according to NSR.
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•
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Our government business is fully engaged in the Intelsat managed services strategy, simplifying the use of high-throughput services. In 2019, we introduced FlexGround, a global end-to-end managed service providing cost-effective, high-performance connectivity for small land mobility applications, including airline checkable manpack terminals. FlexGround leverages the Intelsat Epic HTS network, which has high-powered spot beams, enabling high data rate services to small antennas. Operating in the Ku-band, these terminals are designed to be set up and connected in minutes by non-technical users operating in remote environs, enabling communications across a wide spectrum of scenarios.
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The reliability and scale of our fleet and planned launches of new and replacement satellites allow us to address changing demand for satellite coverage and to provide mission-critical communications capabilities. For example, in 2019, we were awarded a key supplier contract by DRS Technologies to support their $977 million eight-year award to provide the United States Special Operations Command with worldwide satellite communications and support. We are providing significant on-net capacity on our newest satellites, as well as off-network capacity.
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•
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The U.S. government and military is one of the largest users of commercial satellites for U.S. government and military applications on a global basis. In 2019, we served approximately 80 customers consisting of U.S. government customers, resellers to U.S. government customers or integrators.
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•
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According to a study by NSR, global revenue from FSS used for U.S. government and military applications is expected to grow at a CAGR of 6.7% for the period from 2019 to 2024.
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Our global footprint, which is essential given that the fastest growing applications, such as mobility and upcoming 5G deployments, require ubiquitous, consistent network performance;
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Operating scale, with service delivery in approximately 200 countries and territories, which is important to new opportunities, such as connected car, machine-to-machine, land mobility and government applications, where service providers will look for global access. We believe the ability to serve these and other applications on a global basis creates new satellite-based communication solutions with multi-billion dollar revenue potential;
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Our innovative technology, especially our high-throughput fleet that is already in-orbit, and that we will continue to evolve with satellites and other technologies that complement the high performance capabilities of our global network, provides our customers first-to-market advantage and experience; and
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Our portfolio of spectrum rights, which provides unmatched flexibility and agility as we look at new opportunities.
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Drive stability in our core business;
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Selectively invest, employ a disciplined yield management approach and emphasize the development of strong distribution channels for our four primary customer sets of broadband, mobility, media and government;
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Scale our differentiated managed service offerings in targeted growth verticals in broadband, mobility, media and government, leveraging the global footprint, higher performance and better economics of our Intelsat Epic fleet and the flexibility of our innovative terrestrial network;
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Complete targeted investments and partnerships in differentiated space and ground infrastructure to develop a standards-based ecosystem that will provide a seamless interface with the broader telecommunications ecosystem; and
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Seek partnerships and investments for vertical expansion in the growing mobility sector and in adjacent space-based businesses to position for longer-term growth.
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Providing network infrastructure for 2G/3G/4G/5G wireless in developing regions;
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Providing signal ubiquity in support of 5G services globally;
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Providing flexible broadband services for enterprise networks and for commercial and government-related aeronautical, maritime and other mobile applications, and using our high-throughput platform and global footprint to provide differentiated services;
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Optimizing content distribution networks to support cloud-based media applications, UHD, OTT programming and other multiscreen viewing applications; and
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Providing ubiquitous broadband for global deployment of connected devices, such as the connected car, and the continuing formation of the IoT.
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Lower overall capital intensity and improve cost effectiveness through innovation emphasis on software-defined infrastructure and encourage a standards-based ecosystem built on widely adopted technologies, including the 3GPP standards. We will enhance our space and terrestrial infrastructure with platforms that are software-defined and less expensive to manufacture resulting in faster deployments and mission flexibility; and
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Maximize the value of our spectrum rights. Leverage our sizeable portfolio of spectrum rights in the C-, Ku- and Ka-bands that provides the foundation of our ability to provide communications services over 99% of the Earth’s populated regions. Continue to participate in the FCC C-band proceeding, proposing solutions that address the need
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Prime orbital locations, reflecting a valuable portfolio of coordinated fixed satellite spectrum rights;
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Highly reliable services, including transponder availability of 99.999% on all operational satellites for the year ended December 31, 2019;
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Flexibility to relocate satellites to other orbital locations as we manage fleet replacement, demand patterns change or in response to new customer requirements;
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Design features and steerable beams on many of our satellites enable us to reconfigure capacity to provide different areas of coverage; and
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Resilience, with multiple satellites serving each region, allows for improved restoration alternatives should a satellite anomaly occur.
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Satellite
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Manufacturer
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Orbital
Location
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Launch Date
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Estimated End of
Service Life (1) |
Station Kept Satellites:
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Intelsat 26
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BSS (2)
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63.65°E
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Feb-97
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2022
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Galaxy 25
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SSL (3)
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32.9°E
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May-97
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2023
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Intelsat 5
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BSS
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137°W
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Aug-97
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2024
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Intelsat 805
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LM (4)
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169.1°E
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Jun-98
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2020
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Galaxy 11
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BSS
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93.1°W
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Dec-99
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2024
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Intelsat 9
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BSS
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DRIFT
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Jul-00
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2022
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Intelsat 12
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SSL
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64.25°E
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Oct-00
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2021
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Intelsat 1R
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BSS
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157.1°E
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Nov-00
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2023
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Intelsat 10
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BSS
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47.5°E
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May-01
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2026
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Intelsat 901
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SSL
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DRIFT
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Jun-01
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2024
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Satellite
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Manufacturer
|
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Orbital
Location
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Launch Date
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Estimated End of
Service Life (1) |
Intelsat 902
|
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SSL
|
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DRIFT
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Aug-01
|
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2024
|
Intelsat 904
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SSL
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29.5°W
|
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Feb-02
|
|
2025
|
Intelsat 903
|
|
SSL
|
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31.5°W
|
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Mar-02
|
|
2030
|
Intelsat 905
|
|
SSL
|
|
24.5°W
|
|
Jun-02
|
|
2032
|
Galaxy 3C
|
|
BSS
|
|
95.05°W
|
|
Jun-02
|
|
2023
|
Intelsat 906
|
|
SSL
|
|
64.15°E
|
|
Sep-02
|
|
2020
|
Intelsat 907
|
|
SSL
|
|
27.5°W
|
|
Feb-03
|
|
2020
|
Galaxy 12
|
|
NGIS(5)
|
|
129°W
|
|
Apr-03
|
|
2025
|
Galaxy 23 (6)
|
|
SSL
|
|
121°W
|
|
Aug-03
|
|
2023
|
Galaxy 13/Horizons 1 (7)
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|
BSS
|
|
127°W
|
|
Oct-03
|
|
2025
|
Intelsat 1002 (8)
|
|
Airbus
|
|
1°W
|
|
Jun-04
|
|
2021
|
Galaxy 28
|
|
SSL
|
|
89°W
|
|
Jun-05
|
|
2023
|
Galaxy 14
|
|
NGIS
|
|
125°W
|
|
Aug-05
|
|
2021
|
Galaxy 15
|
|
NGIS
|
|
133°W
|
|
Oct-05
|
|
2024
|
Galaxy 16
|
|
SSL
|
|
99°W
|
|
Jun-06
|
|
2027
|
Galaxy 17
|
|
Thales (9)
|
|
91°W
|
|
May-07
|
|
2024
|
Intelsat 11
|
|
NGIS
|
|
42.99°W
|
|
Oct-07
|
|
2022
|
Horizons 2 (10)
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|
NGIS
|
|
84.85°E
|
|
Dec-07
|
|
2024
|
Galaxy 18
|
|
SSL
|
|
123°W
|
|
May-08
|
|
2028
|
Intelsat 25
|
|
SSL
|
|
31.5°W
|
|
Jul-08
|
|
2024
|
Galaxy 19
|
|
SSL
|
|
97°W
|
|
Sep-08
|
|
2028
|
Intelsat 14
|
|
SSL
|
|
45°W
|
|
Nov-09
|
|
2027
|
Intelsat 15
|
|
NGIS
|
|
85.15°E
|
|
Nov-09
|
|
2027
|
Intelsat 16
|
|
NGIS
|
|
76.2°W
|
|
Feb-10
|
|
2028
|
Intelsat 17
|
|
SSL
|
|
66°E
|
|
Nov-10
|
|
2027
|
Intelsat 28 (11)
|
|
NGIS
|
|
32.8°E
|
|
Apr-11
|
|
2025
|
Intelsat 18
|
|
NGIS
|
|
180°E
|
|
Oct-11
|
|
2028
|
Intelsat 22 (12)
|
|
BSS
|
|
72.1°E
|
|
Mar-12
|
|
2028
|
Intelsat 19
|
|
SSL
|
|
166°E
|
|
Jun-12
|
|
2028
|
Intelsat 20
|
|
SSL
|
|
68.5°E
|
|
Aug-12
|
|
2030
|
Intelsat 21
|
|
BSS
|
|
58°W
|
|
Aug-12
|
|
2030
|
Intelsat 23
|
|
NGIS
|
|
53°W
|
|
Oct-12
|
|
2030
|
Intelsat 30
|
|
SSL
|
|
95.05°W
|
|
Oct-14
|
|
2032
|
Intelsat 34
|
|
SSL
|
|
55.5°W
|
|
Aug-15
|
|
2033
|
Intelsat 31
|
|
SSL
|
|
95.05°W
|
|
Jun-16
|
|
2034
|
Intelsat 36
|
|
SSL
|
|
68.5°E
|
|
Aug-16
|
|
2032
|
Intelsat 33e
|
|
BSS
|
|
60°E
|
|
Aug-16
|
|
2028
|
Intelsat 35e
|
|
BSS
|
|
34.5°W
|
|
Jul-17
|
|
2033
|
Intelsat 37e
|
|
BSS
|
|
18°W
|
|
Sep-17
|
|
2030
|
Horizons 3e (13)
|
|
BSS
|
|
169°E
|
|
Sep-18
|
|
2036
|
Intelsat 39
|
|
SSL
|
|
61.95°E
|
|
Aug-19
|
|
2037
|
Payload Hosted on Third-Party Satellites:
|
|
|
|
|
|
|
|
|
Intelsat 1W (14)
|
|
Thales
|
|
0.8°W
|
|
Oct-09
|
|
2025
|
Intelsat 32e (15)
|
|
Airbus
|
|
43.0°W
|
|
Feb-17
|
|
2033
|
Intelsat 38 (16)
|
|
SSL
|
|
45.1°E
|
|
Sep-18
|
|
2036
|
(1)
|
Engineering estimates of the service life as of December 31, 2019 as determined by remaining fuel levels, consumption rates and other considerations (including power) and assuming no relocation of the satellite. Such estimates are subject to change based upon a number of factors, including updated operating data from manufacturers.
|
(2)
|
Boeing Satellite Systems, Inc. ("BSS"), formerly Hughes Aircraft Company.
|
(3)
|
Space Systems/Loral, LLC (“SSL”).
|
(4)
|
Lockheed Martin Corporation ("LM").
|
(5)
|
Northrop Grumman Innovation Systems ("NGIS").
|
(6)
|
EchoStar Communications Corporation owns all of this satellite’s Ku-band transponders and a portion of the common elements of the satellite.
|
(7)
|
Horizons Satellite Holdings LLC (“Horizons Holdings”), a joint venture with JSAT International, Inc. (“JSAT”), owns and operates the Ku-band payload on this satellite. We are the exclusive owner of the C-band payload.
|
(8)
|
Telenor owns 18 Ku-band transponders (measured in equivalent 36 MHz transponders) on this satellite. EADS Astrium was renamed AIRBUS Defence & Space.
|
(9)
|
Thales Alenia Space ("Thales").
|
(10)
|
Horizons Holdings owns the payload on this satellite and we operate the payload for the joint venture.
|
(11)
|
Intelsat 28 was formerly known as Intelsat New Dawn.
|
(12)
|
Intelsat 22 includes an ultra high-frequency payload owned by the Australian Defence Force.
|
(13)
|
Horizons-3 Satellite LLC, a joint venture with JSAT, owns and operates this satellite. Horizons 3e entered into service in Q1 2019.
|
(14)
|
Intelsat 1W refers to a Ku-band payload on Thor 6, a satellite operated by Telenor.
|
(15)
|
Intelsat 32e refers to a HTS Ku-band payload we operate on a satellite also known as Sky Brasil 1.
|
(16)
|
Intelsat 38 refers to a Ku-band payload on Azerspace-2, a satellite operated by Azercosmos. Intelsat 38 entered into service in Q1 2019.
|
•
|
C-band-low power, broad beams requiring use of relatively larger antennae, valued as spectrum least susceptible to transmission impairments such as rain;
|
•
|
Ku-band-high power, narrow to medium size beams facilitating use of smaller antennae favored by businesses; and
|
•
|
Ka-band-very high power, very narrow beams facilitating use of very small transmit/receive antennae, but somewhat less reliable due to high transmission weather-related impairments. The Ka-band is utilized for various applications, including consumer broadband services.
|
Satellite
|
|
Manufacturer
|
|
Role
|
|
Earliest
Launch Date
|
|
Expected
Launch
Provider
|
Galaxy 30
|
|
NGIS
|
|
Next generation North American video distribution platform
|
|
2020
|
|
Arianespace
|
•
|
designated reserve transponders on the satellite or other on-board backup systems or designed-in redundancies;
|
•
|
an in-orbit spare satellite; or
|
•
|
interim restoration capacity on other satellites.
|
•
|
failure of the on-board satellite control processor ("SCP") in Boeing 601 (“BSS 601”) satellites;
|
•
|
failure of the on-board Xenon-Ion Propulsion System ("XIPS") used to maintain the in-orbit position of Boeing 601 High Power Series (“BSS 601 HP”) satellites;
|
•
|
accelerated solar array degradation in early Boeing 702 High Power Series (“BSS 702 HP”) satellites; and
|
•
|
failure of gyroscopes on certain SSL satellites.
|
•
|
611 employees in engineering, operations and related information systems;
|
•
|
193 employees in finance, legal and other administrative functions;
|
•
|
305 employees in sales, marketing and strategy; and
|
•
|
86 employees in support of government sales and marketing.
|
Item 1A.
|
Risk Factors
|
•
|
make it more difficult for us to satisfy obligations with respect to indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indentures governing our notes and the agreements governing such other indebtedness;
|
•
|
require us to dedicate a substantial portion of available cash flow to pay principal and interest on our outstanding debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
limit flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
•
|
increase our vulnerability to general adverse economic and industry conditions and to deterioration in operating results;
|
•
|
limit our ability to engage in strategic transactions or implement our business strategies;
|
•
|
limit our ability to borrow additional funds, or to refinance, repay or restructure our existing indebtedness; and
|
•
|
place us at a disadvantage compared to any competitors that have less debt.
|
•
|
incur or guarantee additional debt or issue disqualified stock;
|
•
|
pay dividends (including to fund cash interest payments at different entity levels), or make redemptions, repurchases or distributions, with respect to ordinary shares or capital stock;
|
•
|
create or incur certain liens;
|
•
|
make certain loans or investments;
|
•
|
engage in mergers, acquisitions, amalgamations, asset sales and sale and leaseback transactions; and
|
•
|
engage in transactions with affiliates.
|
•
|
the satellite manufacturer’s error, whether due to the use of new and largely unproven technology or due to a design, manufacturing or assembly defect that was not discovered before launch, including:
|
•
|
failure of components from inadvertent susceptibility to the harshest spaceweather conditions; and/or
|
•
|
problems with the power systems of the satellites, including:
|
•
|
circuit failures or other array degradation causing reductions in the power output of the solar arrays on the satellites, which could cause us to lose some of our capacity, require us to forego the use of some transponders initially and to turn off additional transponders in later years; and/or
|
•
|
failure or other degradation of the cells within the batteries, whose sole purpose is to power the payload and spacecraft operations during the daily eclipse periods which occur for brief periods of time during two 40-day periods around March 21 and September 21 of each year; and/or
|
•
|
problems with the control systems of the satellites, including:
|
•
|
failure of the command or telemetry processing units; and/or
|
•
|
failure of the primary and/or backup SCP; and/or
|
•
|
failure of one or more earth sensors, star trackers, gyroscope and/or associated electronics that are used to provide satellite attitude information; and/or
|
•
|
failure of the control wheel actuators; and/or
|
•
|
problems with the propulsion systems of the satellites, including:
|
•
|
failure of the primary and/or backup chemical thrusters; and/or
|
•
|
failure of the XIPS used on certain Boeing satellites, which is an electronic propulsion system that maintains the spacecraft’s proper in-orbit position; and/or
|
•
|
propellant leaks from lines or thrusters; and/or
|
•
|
problems associated with strikes from micrometeoroids or space orbit debris; and/or
|
•
|
general failures resulting from operating satellites in the harsh space environment, such as premature component failure or wear out of mechanisms exceeding available redundancy.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2016 (1)
|
|
2017 (1)
|
|
2018 (2)
|
|
2019 (4)
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,352,521
|
|
|
$
|
2,188,047
|
|
|
$
|
2,148,612
|
|
|
$
|
2,161,190
|
|
|
$
|
2,061,465
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct costs of revenue (excluding depreciation and amortization)
|
328,501
|
|
|
342,634
|
|
|
324,232
|
|
|
330,874
|
|
|
406,153
|
|
|||||
Selling, general and administrative
|
199,412
|
|
|
232,537
|
|
|
205,475
|
|
|
200,857
|
|
|
226,918
|
|
|||||
Impairment of goodwill and other intangibles
|
4,165,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
687,729
|
|
|
694,891
|
|
|
707,824
|
|
|
687,589
|
|
|
658,233
|
|
|||||
Satellite impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
381,565
|
|
|||||
Total operating expenses
|
5,381,042
|
|
|
1,270,062
|
|
|
1,237,531
|
|
|
1,219,320
|
|
|
1,672,869
|
|
|||||
Income (loss) from operations
|
(3,028,521
|
)
|
|
917,985
|
|
|
911,081
|
|
|
941,870
|
|
|
388,596
|
|
|||||
Interest expense, net
|
890,279
|
|
|
938,501
|
|
|
1,020,770
|
|
|
1,212,374
|
|
|
1,273,112
|
|
|||||
Gain (loss) on early extinguishment of debt
|
7,061
|
|
|
1,030,092
|
|
|
(4,109
|
)
|
|
(199,658
|
)
|
|
—
|
|
|||||
Other income (expense), net
|
(6,201
|
)
|
|
522
|
|
|
10,114
|
|
|
4,541
|
|
|
(34,078
|
)
|
|||||
Income (loss) before income taxes
|
(3,917,940
|
)
|
|
1,010,098
|
|
|
(103,684
|
)
|
|
(465,621
|
)
|
|
(918,594
|
)
|
|||||
Provision for (benefit from) income taxes
|
1,513
|
|
|
15,986
|
|
|
71,130
|
|
|
130,069
|
|
|
(7,384
|
)
|
|||||
Net income (loss)
|
(3,919,453
|
)
|
|
994,112
|
|
|
(174,814
|
)
|
|
(595,690
|
)
|
|
(911,210
|
)
|
|||||
Net income attributable to noncontrolling interest
|
(3,934
|
)
|
|
(3,915
|
)
|
|
(3,914
|
)
|
|
(3,915
|
)
|
|
(2,385
|
)
|
|||||
Net income (loss) attributable to Intelsat S.A.
|
(3,923,387
|
)
|
|
990,197
|
|
|
(178,728
|
)
|
|
(599,605
|
)
|
|
(913,595
|
)
|
|||||
Cumulative preferred dividends
|
(9,919
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders
|
$
|
(3,933,306
|
)
|
|
$
|
990,197
|
|
|
$
|
(178,728
|
)
|
|
$
|
(599,605
|
)
|
|
$
|
(913,595
|
)
|
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
724,362
|
|
|
$
|
714,570
|
|
|
$
|
461,627
|
|
|
$
|
255,696
|
|
|
$
|
229,818
|
|
Other payments for satellites
|
$
|
—
|
|
|
$
|
18,333
|
|
|
$
|
35,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic income (loss) per common share attributable to Intelsat S.A.
|
$
|
(36.68
|
)
|
|
$
|
8.65
|
|
|
$
|
(1.50
|
)
|
|
$
|
(4.63
|
)
|
|
$
|
(6.51
|
)
|
Diluted income (loss) per common share attributable to Intelsat S.A.
|
$
|
(36.68
|
)
|
|
$
|
8.36
|
|
|
$
|
(1.50
|
)
|
|
$
|
(4.63
|
)
|
|
$
|
(6.51
|
)
|
Basic weighted average shares outstanding (in millions)
|
107.2
|
|
|
114.5
|
|
|
118.9
|
|
|
129.6
|
|
|
140.4
|
|
|||||
Diluted weighted average shares outstanding (in millions)
|
107.2
|
|
|
118.5
|
|
|
118.9
|
|
|
129.6
|
|
|
140.4
|
|
|||||
Dividends declared per 5.75% series A mandatory convertible junior non-voting preferred share
|
$
|
2.88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidated Cash Flow Data(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
910,031
|
|
|
$
|
678,755
|
|
|
$
|
464,246
|
|
|
$
|
344,173
|
|
|
$
|
255,539
|
|
Net cash used in investing activities
|
(749,354
|
)
|
|
(730,589
|
)
|
|
(468,297
|
)
|
|
(283,634
|
)
|
|
(292,733
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(102,986
|
)
|
|
546,347
|
|
|
(121,698
|
)
|
|
(90,323
|
)
|
|
362,910
|
|
|||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents, net of restricted cash(3)
|
$
|
171,541
|
|
|
$
|
666,024
|
|
|
$
|
525,215
|
|
|
$
|
485,120
|
|
|
$
|
810,626
|
|
Restricted cash(3)
|
—
|
|
|
—
|
|
|
16,167
|
|
|
22,037
|
|
|
20,238
|
|
|||||
Satellites and other property and equipment, net
|
5,998,317
|
|
|
6,185,842
|
|
|
5,923,619
|
|
|
5,511,702
|
|
|
4,702,063
|
|
|||||
Total assets
|
12,253,590
|
|
|
12,942,009
|
|
|
12,610,036
|
|
|
12,241,513
|
|
|
11,804,382
|
|
|||||
Total debt
|
14,611,379
|
|
|
14,198,084
|
|
|
14,208,658
|
|
|
14,028,352
|
|
|
14,465,483
|
|
|||||
Shareholders’ deficit
|
(4,649,565
|
)
|
|
(3,634,145
|
)
|
|
(3,807,870
|
)
|
|
(4,097,005
|
)
|
|
(4,999,858
|
)
|
|||||
Net assets
|
(4,620,353
|
)
|
|
(3,609,998
|
)
|
|
(3,788,564
|
)
|
|
(4,082,609
|
)
|
|
(4,988,848
|
)
|
|||||
Number of common shares (in millions)
|
107.6
|
|
|
118.0
|
|
|
119.6
|
|
|
138.0
|
|
|
141.1
|
|
|||||
Number of 5.75% series A mandatory convertible junior non-voting preferred shares (in millions)
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
We adopted Accounting Standard Update (“ASU”) 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASC 715"), on January 1, 2018 using the retrospective method. As a result, the Company reclassified a net credit for pension and postretirement benefits from operating expenses to other income for the years ended December 31, 2017 and 2016, to conform to the current year presentation. Years prior to 2016 do not reflect the effects from our January 1, 2018, adoption of ASC 715.
|
(2)
|
We adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), effective January 1, 2018, using the modified retrospective method. Years prior to 2018 do not reflect the effects from our January 1, 2018, adoption of ASC 606.
|
(3)
|
We adopted ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments and ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash on January 1, 2018 using the retrospective method. Balance sheets prior to 2017 and statements of cash flows prior to 2016 have not been restated.
|
(4)
|
We adopted ASU 2016-02, Leases (Topic 842) ("ASC 842"), and ASU 2019-01, Leases (Topic 842) - Codification Improvements on January 1, 2019 using the effective date method and applied the package of practical expedients included therein. By applying ASC 842 at the January 1, 2019 adoption date, as opposed to at the beginning of the earliest period presented, our reporting for periods prior to January 1, 2019 continues to be in accordance with ASC 840, Leases. Our accounting policies and reported amounts with respect to the year ended December 31, 2018 and prior were not affected by the adoption of ASC 842.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Service Type
|
|
Description
|
On-Network Revenues:
|
|
|
|
|
|
Transponder Services
|
|
Commitments by customers to receive service via, or to utilize capacity on, particular designated transponders according to specified technical and commercial terms. Transponder services also include revenues from hosted payload capacity. Transponder services are marketed to each of our primary customer sets as follows:
•Network Services: fixed and wireless telecom operators, data network operators, enterprise operators of private data networks, and value-added network operators for fixed and mobile broadband network infrastructure.
•Media: broadcasters (for distribution of programming and full time contribution, or gathering, of content), programmers and DTH operators.
•Government: civilian and defense organizations, for use in implementing private fixed and mobile networks, or for the provision of capacity or capabilities through hosted payloads.
|
|
|
|
Managed Services
|
|
Hybrid services primarily using IntelsatOne, including our IntelsatOne Flex broadband platform, which combine satellite capacity, teleport facilities, satellite communications hardware such as broadband hubs or video multiplexers and fiber optic cable and other ground facilities to provide managed and monitored broadband, trunking, video and private network services to customers. Managed services are marketed to each of our customer sets as follows:
•Network Services: enterprises, cellular operators and fixed and mobile value-added service providers which deliver end-services such as private data networks, wireless infrastructure and maritime and aeronautical broadband.
•Media: programmers outsourcing elements of their transmission infrastructure and part time occasional use services used primarily by news and sports organizations to gather content from remote locations.
•Government: users seeking secured, integrated, end-to-end solutions.
|
|
|
|
Channel
|
|
Standardized services of predetermined bandwidth and technical characteristics primarily used for point-to-point bilateral services for telecommunications providers. Channel is not considered a core service offering due to changing market requirements and the proliferation of fiber alternatives for point-to-point customer applications. Channel services are exclusively marketed to traditional telecommunications providers in our network services customer set.
|
|
|
|
Transponder, Mobile Satellite Services and Other
|
|
Capacity for voice, data and video services provided by third-party commercial satellite operators for which the desired frequency type or geographic coverage is not available on our network. These services include L-band MSS, for which Intelsat General is a reseller. In addition, this revenue category includes the sale of customer premises equipment and other hardware, as well as certain fees related to services provided to other satellite operators. These products are primarily marketed as follows:
•Government: direct government users, and government contractors working on programs where aggregation of capacity is required.
|
|
|
|
Satellite-related Services
|
|
Services include a number of satellite-related consulting and technical services that involve the lifecycle of satellite operations and related infrastructure, from satellite and launch vehicle procurement through TT&C services and related equipment sales. These services are typically marketed to other satellite operators.
|
•
|
Growth in demand from wireless telecommunications companies seeking to complete or enhance broadband infrastructure, particularly those operating in developing regions or regions with geographic challenges;
|
•
|
Growth in demand for broadband connectivity for enterprises and government organizations, providing fixed and mobile services and value-added applications on a global basis;
|
•
|
Lower overall pricing for satellite-based services, resulting from oversupply of wide beam capacity or due to the introduction of high-throughput technology, which is designed to achieve a lower cost per unit;
|
•
|
Lower demand for satellite-based solutions, resulting from fiber substitution;
|
•
|
Satellite capacity needed to provide broadband connectivity for mobile networks on ships, planes and oil and gas platforms;
|
•
|
Global demand for television content in SD, HD and UHD television formats, which uses our satellite network and IntelsatOne terrestrial services for distribution, in some regions offset by next generation compression technologies;
|
•
|
Increased popularity of OTT content distribution, which will increase the demand for broadband infrastructure in the developing world, but could decrease demand in developed markets over the mid to long-term as niche and ethnic programming transitions from satellite to internet distribution;
|
•
|
Use of commercial satellite services by governments for military and other operations, which has partially slowed as a result of the tempo of military operations and recent changes in the U.S. budget; and
|
•
|
Our use of third-party or off-network services to satisfy government demand for capacity not available on our network. These services are low risk in nature, with no required upfront investment and terms and conditions of the procured capacity which typically match the contractual commitments from our customers. Demand for certain of these off-network services has declined with reductions in troop deployment in regions of conflict.
|
Period
|
Contracted Backlog
|
||
2020
|
$
|
1,611
|
|
2021
|
1,137
|
|
|
2022
|
870
|
|
|
2023
|
681
|
|
|
2024
|
550
|
|
|
2025 and thereafter
|
2,108
|
|
|
Total
|
$
|
6,957
|
|
Service Type
|
Contracted Backlog
|
Percent
|
|||
Transponder services
|
$
|
5,663
|
|
81
|
%
|
Managed services
|
1,010
|
|
15
|
%
|
|
Off-Network and Other
|
281
|
|
4
|
%
|
|
Channel
|
3
|
|
—
|
%
|
|
Total
|
$
|
6,957
|
|
|
|
Operating Results Years Ended December 31, 2018 and 2019
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
|
Increase
(Decrease) |
|
Percentage
Change |
|||||||
Revenue
|
$
|
2,161,190
|
|
|
$
|
2,061,465
|
|
|
$
|
(99,725
|
)
|
|
(5
|
)%
|
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Direct costs of revenue (excluding depreciation and amortization)
|
330,874
|
|
|
406,153
|
|
|
75,279
|
|
|
23
|
%
|
|||
Selling, general and administrative
|
200,857
|
|
|
226,918
|
|
|
26,061
|
|
|
13
|
%
|
|||
Depreciation and amortization
|
687,589
|
|
|
658,233
|
|
|
(29,356
|
)
|
|
(4
|
)%
|
|||
Satellite impairment loss
|
—
|
|
|
381,565
|
|
|
381,565
|
|
|
NM
|
|
|||
Total operating expenses
|
1,219,320
|
|
|
1,672,869
|
|
|
453,549
|
|
|
37
|
%
|
|||
Income from operations
|
941,870
|
|
|
388,596
|
|
|
(553,274
|
)
|
|
(59
|
)%
|
|||
Interest expense, net
|
1,212,374
|
|
|
1,273,112
|
|
|
60,738
|
|
|
5
|
%
|
|||
Loss on early extinguishment of debt
|
(199,658
|
)
|
|
—
|
|
|
199,658
|
|
|
NM
|
|
|||
Other income (expense), net
|
4,541
|
|
|
(34,078
|
)
|
|
(38,619
|
)
|
|
NM
|
|
|||
Loss before income taxes
|
(465,621
|
)
|
|
(918,594
|
)
|
|
(452,973
|
)
|
|
97
|
%
|
|||
Provision for (benefit from) income taxes
|
130,069
|
|
|
(7,384
|
)
|
|
(137,453
|
)
|
|
NM
|
|
|||
Net loss
|
(595,690
|
)
|
|
(911,210
|
)
|
|
(315,520
|
)
|
|
53
|
%
|
|||
Net income attributable to noncontrolling interest
|
(3,915
|
)
|
|
(2,385
|
)
|
|
1,530
|
|
|
(39
|
)%
|
|||
Net loss attributable to Intelsat S.A.
|
$
|
(599,605
|
)
|
|
$
|
(913,595
|
)
|
|
$
|
(313,990
|
)
|
|
52
|
%
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
|
Increase
(Decrease) |
|
Percentage
Change |
|||||||
On-Network Revenues
|
|
|
|
|
|
|
|
|||||||
Transponder services
|
$
|
1,570,278
|
|
|
$
|
1,468,791
|
|
|
$
|
(101,487
|
)
|
|
(6
|
)%
|
Managed services
|
393,264
|
|
|
374,026
|
|
|
(19,238
|
)
|
|
(5
|
)%
|
|||
Channel
|
4,250
|
|
|
2,400
|
|
|
(1,850
|
)
|
|
(44
|
)%
|
|||
Total on-network revenues
|
1,967,792
|
|
|
1,845,217
|
|
|
(122,575
|
)
|
|
(6
|
)%
|
|||
Off-Network and Other Revenues
|
|
|
|
|
|
|
|
|||||||
Transponder, MSS and other off-network services
|
150,186
|
|
|
175,602
|
|
|
25,416
|
|
|
17
|
%
|
|||
Satellite-related services
|
43,212
|
|
|
40,646
|
|
|
(2,566
|
)
|
|
(6
|
)%
|
|||
Total off-network and other revenues
|
193,398
|
|
|
216,248
|
|
|
22,850
|
|
|
12
|
%
|
|||
Total
|
$
|
2,161,190
|
|
|
$
|
2,061,465
|
|
|
$
|
(99,725
|
)
|
|
(5
|
)%
|
•
|
Transponder services— an aggregate decrease of $101.5 million, primarily due to a $53.0 million net decrease in revenue from network services customers and a $48.8 million decrease from media customers. The decline from network services customers was primarily due to non-renewals, renewals at lower pricing or lower capacity, and service contractions for enterprise and wireless infrastructure applications mainly in the Latin America, North America, and Europe regions. This decline includes approximately $22.5 million in lost revenue resulting from the failure of Intelsat 29e, a portion of which services were restored with off-network services. Revenue from network
|
•
|
Managed services—an aggregate decrease of $19.2 million, largely due to a $12.5 million decrease in revenue from government customers and a $6.6 million decrease in revenue from media customers mainly due to non-renewals and renewals at lower pricing. This decline includes approximately $12.6 million in lost revenue resulting from the failure of Intelsat 29e, a portion of which services were restored with off-network services. These declines were partially offset by increased revenues from maritime mobility services.
|
•
|
Transponder, MSS and other off-network services—an aggregate increase of $25.4 million, primarily due to a $27.3 million increase in revenue from network services customers largely relating to revenue recognized in the first quarter of 2019 accounted for as a sales-type lease under ASC 842 as well as the transfer of certain Intelsat 29e customer services to off-network capacity. This was partially offset by a $2.5 million decrease in revenue from government customers.
|
•
|
Satellite-related services—an aggregate decrease of $2.6 million, reflecting decreased revenues from professional services supporting third-party satellites.
|
•
|
an increase of $48.7 million in costs incurred in connection with the purchase of capacity from two uncapitalized satellites, Intelsat 38 and Horizons 3e, that entered into service in 2019;
|
•
|
an increase of $16.2 million in equipment and third-party capacity costs recognized under ASC 842;
|
•
|
an increase of $13.2 million in third-party capacity costs incurred as part of the Intelsat 29e customer restoration process; and
|
•
|
an increase of $9.7 million in staff-related expenses; partially offset by
|
•
|
a decrease of $5.7 million in costs largely due to the write-off of uncollectible revenue related to Horizons 2 that is payable to JSAT as part of a revenue sharing agreement;
|
•
|
a decrease of $3.9 million in third-party costs for off-network services; and
|
•
|
a decrease of $3.0 million in satellite-related insurance costs.
|
•
|
an increase of $18.0 million in bad debt expense largely related to certain customers in the Europe, Latin America and Africa regions;
|
•
|
an increase of $16.8 million in staff-related expenses; and
|
•
|
an increase of $3.2 million in costs for licenses and fees; partially offset by
|
•
|
a decrease of $15.1 million in professional fees largely due to higher costs incurred in 2018 relating to financing transactions and the reorganization of ownership of certain assets among our subsidiaries that was implemented in 2018 (the "2018 Internal Reorganization").
|
•
|
a decrease of $27.0 million in depreciation expense due to the write-off of Intelsat 29e;
|
•
|
a decrease of $21.9 million in depreciation expense due to the timing of certain satellites becoming fully depreciated; and
|
•
|
a decrease of $4.1 million in amortization expense primarily due to changes in the pattern of consumption of amortizable intangible assets, as these assets primarily include acquired backlog, which relates to contracts covering varying periods that expire over time, and acquired customer relationships, for which the value diminishes over time; partially offset by
|
•
|
an increase of $14.3 million in depreciation expense resulting from the impact of satellites placed in service; and
|
•
|
an increase of $9.2 million in depreciation expense resulting from the impact of certain ground segment assets placed in service.
|
•
|
an increase of $37.4 million corresponding to the decrease in fair value of the interest rate cap contracts;
|
•
|
a net increase of $30.1 million primarily resulting from our refinancing activities in 2018 and incremental debt raise in 2019; and
|
•
|
an increase of $5.2 million from lower capitalized interest primarily resulting from decreased levels of satellites and related assets under construction; partially offset by
|
•
|
a decrease of $6.9 million resulting from increased interest income largely due to higher cash balances; and
|
•
|
a decrease of $3.4 million from lower interest expense associated with deferred satellite performance incentives.
|
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2018
|
|
Year Ended
December 31, 2019
|
||||||
Net loss
|
|
$
|
(174,814
|
)
|
|
$
|
(595,690
|
)
|
|
$
|
(911,210
|
)
|
Add:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
1,020,770
|
|
|
1,212,374
|
|
|
1,273,112
|
|
|||
Loss on early extinguishment of debt
|
|
4,109
|
|
|
199,658
|
|
|
—
|
|
|||
Provision for (benefit from) income taxes
|
|
71,130
|
|
|
130,069
|
|
|
(7,384
|
)
|
|||
Depreciation and amortization
|
|
707,824
|
|
|
687,589
|
|
|
658,233
|
|
|||
EBITDA
|
|
$
|
1,629,019
|
|
|
$
|
1,634,000
|
|
|
$
|
1,012,751
|
|
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2018
|
|
Year Ended
December 31, 2019
|
||||||
Net loss
|
|
$
|
(174,814
|
)
|
|
$
|
(595,690
|
)
|
|
$
|
(911,210
|
)
|
Add:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
1,020,770
|
|
|
1,212,374
|
|
|
1,273,112
|
|
|||
Loss on early extinguishment of debt
|
|
4,109
|
|
|
199,658
|
|
|
—
|
|
|||
Provision for (benefit from) income taxes
|
|
71,130
|
|
|
130,069
|
|
|
(7,384
|
)
|
|||
Depreciation and amortization
|
|
707,824
|
|
|
687,589
|
|
|
658,233
|
|
|||
EBITDA
|
|
1,629,019
|
|
|
1,634,000
|
|
|
1,012,751
|
|
|||
Add:
|
|
|
|
|
|
|
||||||
Compensation and benefits (1)
|
|
15,995
|
|
|
6,824
|
|
|
13,189
|
|
|||
Non-recurring and other non-cash items (2)
|
|
19,589
|
|
|
27,646
|
|
|
58,625
|
|
|||
Satellite impairment loss (3)
|
|
—
|
|
|
—
|
|
|
381,565
|
|
|||
Proportionate share from unconsolidated joint
venture(4):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
—
|
|
|
—
|
|
|
5,014
|
|
|||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
10,320
|
|
|||
Adjusted EBITDA(5)(6)
|
|
$
|
1,664,603
|
|
|
$
|
1,668,470
|
|
|
$
|
1,481,464
|
|
(1)
|
Reflects non-cash expenses incurred relating to our equity compensation plans.
|
(2)
|
Reflects certain non-recurring expenses, gains and losses and non-cash items, including the following: professional fees related to our liability, business strategy and tax management initiatives; costs associated with our C-band spectrum solution proposal; severance, retention and relocation payments; changes in fair value of certain investments; certain foreign exchange gains and losses; and other various non-recurring expenses. These costs were partially offset by non-cash income related to the recognition of deferred revenue on a straight-line basis for certain prepaid capacity service contracts.
|
(3)
|
Reflects a non-cash impairment charge recorded in connection with the Intelsat 29e satellite loss.
|
(4)
|
Reflects adjustments related to our interest in Horizons-3 Satellite LLC ("Horizons 3"). See Item 8, Note 9(b)—Investments—Horizons-3 Satellite LLC.
|
(5)
|
Adjusted EBITDA included $100.6 million and $102.2 million for the years ended December 31, 2018 and 2019, respectively, of revenue relating to the significant financing component identified in customer contracts in accordance with the adoption of ASC 606. These impacts are not permitted to be reflected in the applicable consolidated and Adjusted EBITDA definitions under our debt agreements.
|
(6)
|
For the year ended December 31, 2019, Intelsat S.A. Adjusted EBITDA reflected $12.5 million of Adjusted EBITDA attributable to Intelsat Horizons-3 LLC, its subsidiaries and its proportionate share of Horizons 3, with a nominal amount for the comparative period in 2018. These entities are considered to be unrestricted subsidiaries under the definitions set forth in our applicable debt agreements.
|
Liquidity and Capital Resources
|
|
Year Ended
December 31,
2017
|
|
Year Ended
December 31,
2018
|
|
Year Ended
December 31,
2019
|
||||||
Net cash provided by operating activities
|
$
|
464,246
|
|
|
$
|
344,173
|
|
|
$
|
255,539
|
|
Net cash used in investing activities
|
(468,297
|
)
|
|
(283,634
|
)
|
|
(292,733
|
)
|
|||
Net cash provided by (used in) financing activities
|
(121,698
|
)
|
|
(90,323
|
)
|
|
362,910
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
(124,633
|
)
|
|
(34,234
|
)
|
|
323,707
|
|
Year
|
Satellite-Related
Capital Expenditures
|
|
Total Capital
Expenditures
|
||||
2015
|
$
|
657,656
|
|
|
$
|
724,362
|
|
2016
|
629,346
|
|
|
714,570
|
|
||
2017
|
355,675
|
|
|
461,627
|
|
||
2018
|
165,143
|
|
|
255,696
|
|
||
2019
|
134,597
|
|
|
229,818
|
|
||
Total
|
$
|
1,942,417
|
|
|
$
|
2,386,073
|
|
Off-Balance Sheet Arrangements
|
Tabular Disclosure of Contractual Obligations
|
|
|
Payments due by year
|
||||||||||||||||||||||||||||||
Contractual Obligations(1)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and
thereafter
|
|
Other
|
|
Total
|
||||||||||||||||
Long-Term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Intelsat S.A. and subsidiary notes and credit facilities—principal payments
|
|
$
|
—
|
|
|
$
|
421,219
|
|
|
$
|
490,000
|
|
|
$
|
6,123,337
|
|
|
$
|
5,394,783
|
|
|
$
|
2,287,500
|
|
|
$
|
—
|
|
|
$
|
14,716,839
|
|
Intelsat S.A. and subsidiary notes and credit facilities—interest payments(2)
|
|
1,149,619
|
|
|
1,107,493
|
|
|
1,090,796
|
|
|
909,198
|
|
|
527,029
|
|
|
192,844
|
|
|
—
|
|
|
4,976,979
|
|
||||||||
Horizons-3 Satellite LLC capital contributions and purchase obligations(3)
|
|
28,586
|
|
|
32,358
|
|
|
33,600
|
|
|
33,723
|
|
|
34,314
|
|
|
192,618
|
|
|
—
|
|
|
355,199
|
|
||||||||
Purchase obligations(4)
|
|
276,255
|
|
|
221,533
|
|
|
174,487
|
|
|
56,940
|
|
|
46,405
|
|
|
102,318
|
|
|
—
|
|
|
877,938
|
|
||||||||
Satellite performance incentive obligations
|
|
65,301
|
|
|
51,685
|
|
|
36,816
|
|
|
25,366
|
|
|
24,726
|
|
|
104,084
|
|
|
—
|
|
|
307,978
|
|
||||||||
Operating lease obligations
|
|
20,136
|
|
|
16,329
|
|
|
15,508
|
|
|
15,122
|
|
|
15,006
|
|
|
71,633
|
|
|
—
|
|
|
153,734
|
|
||||||||
Sublease rental income
|
|
(775
|
)
|
|
(492
|
)
|
|
(236
|
)
|
|
(120
|
)
|
|
(56
|
)
|
|
(138
|
)
|
|
—
|
|
|
(1,817
|
)
|
||||||||
Income tax contingencies(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,954
|
|
|
24,954
|
|
||||||||
Total contractual obligations
|
|
$
|
1,539,122
|
|
|
$
|
1,850,125
|
|
|
$
|
1,840,971
|
|
|
$
|
7,163,566
|
|
|
$
|
6,042,207
|
|
|
$
|
2,950,859
|
|
|
$
|
24,954
|
|
|
$
|
21,411,804
|
|
(1)
|
Obligations related to our pension and postretirement medical benefit obligations are excluded from the table. We maintain a noncontributory defined benefit retirement plan covering substantially all of our employees hired prior to July 19, 2001. We expect that our future contributions to the defined benefit retirement plan will be based on the minimum funding requirements of the Internal Revenue Code and on the plan’s funded status. The impact on the funded status is determined based upon market conditions in effect when we completed our annual valuation. In the first quarter of 2015, we amended the defined benefit retirement plan to cease the accrual of additional benefits for the remaining active participants effective March 31, 2015. We anticipate that our contributions to the defined benefit retirement plan in 2020 will be approximately $4.0 million. We fund the postretirement medical benefits throughout the year based on benefits paid. We anticipate that our contributions to fund postretirement medical benefits in 2020 will be approximately $2.9 million. See Note 7—Retirement Plans and Other Retiree Benefits to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this Annual Report.
|
(2)
|
Represents estimated interest payments to be made on our fixed and variable rate debt. Interest payments for variable rate debt and incentive obligations have been estimated based on the current interest rates.
|
(3)
|
This amount includes commitments to make capital contributions to and purchase satellite capacity from Horizons 3. See Note 9(b)—Investments—Horizons-3 Satellite LLC.
|
(4)
|
Includes obligations under satellite construction and launch contracts, estimated payments to be made on performance incentive obligations related to certain satellites that are currently under construction, and commitments under customer and vendor contracts.
|
(5)
|
The timing of future cash flows from income tax contingencies cannot be reasonably estimated and therefore is reflected in the other column. See Note 14—Income Taxes to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this Annual Report for further discussion of income tax contingencies.
|
•
|
satellite anomalies, such as a partial or full loss of power;
|
•
|
under-performance of an asset as compared to expectations; and
|
•
|
shortened useful lives due to changes in the way an asset is used or expected to be used.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31, 2018
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
485,120
|
|
|
$
|
810,626
|
|
Restricted cash
|
22,037
|
|
|
20,238
|
|
||
Receivables, net of allowances of $28,542 in 2018 and $40,028 in 2019
|
271,393
|
|
|
255,722
|
|
||
Contract assets
|
45,034
|
|
|
47,721
|
|
||
Prepaid expenses and other current assets
|
24,075
|
|
|
39,230
|
|
||
Total current assets
|
847,659
|
|
|
1,173,537
|
|
||
Satellites and other property and equipment, net
|
5,511,702
|
|
|
4,702,063
|
|
||
Goodwill
|
2,620,627
|
|
|
2,620,627
|
|
||
Non-amortizable intangible assets
|
2,452,900
|
|
|
2,452,900
|
|
||
Amortizable intangible assets, net
|
311,103
|
|
|
276,752
|
|
||
Contract assets, net of current portion
|
96,108
|
|
|
74,109
|
|
||
Other assets
|
401,414
|
|
|
504,394
|
|
||
Total assets
|
$
|
12,241,513
|
|
|
$
|
11,804,382
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
108,101
|
|
|
$
|
88,107
|
|
Taxes payable
|
5,679
|
|
|
6,402
|
|
||
Employee related liabilities
|
29,696
|
|
|
44,648
|
|
||
Accrued interest payable
|
284,649
|
|
|
308,657
|
|
||
Contract liabilities
|
137,746
|
|
|
137,706
|
|
||
Deferred satellite performance incentives
|
35,261
|
|
|
42,835
|
|
||
Other current liabilities
|
59,080
|
|
|
62,446
|
|
||
Total current liabilities
|
660,212
|
|
|
690,801
|
|
||
Long-term debt, net of current portion
|
14,028,352
|
|
|
14,465,483
|
|
||
Contract liabilities, net of current portion
|
1,131,319
|
|
|
1,113,450
|
|
||
Deferred satellite performance incentives, net of current portion
|
210,346
|
|
|
175,837
|
|
||
Deferred income taxes
|
82,488
|
|
|
55,171
|
|
||
Accrued retirement benefits
|
133,735
|
|
|
125,511
|
|
||
Other long-term liabilities
|
77,670
|
|
|
166,977
|
|
||
Shareholders’ deficit:
|
|
|
|
||||
Common shares; nominal value $0.01 per share
|
1,380
|
|
|
1,411
|
|
||
Paid-in capital
|
2,551,471
|
|
|
2,565,696
|
|
||
Accumulated deficit
|
(6,606,426
|
)
|
|
(7,503,830
|
)
|
||
Accumulated other comprehensive loss
|
(43,430
|
)
|
|
(63,135
|
)
|
||
Total Intelsat S.A. shareholders’ deficit
|
(4,097,005
|
)
|
|
(4,999,858
|
)
|
||
Noncontrolling interest
|
14,396
|
|
|
11,010
|
|
||
Total liabilities and shareholders’ deficit
|
$
|
12,241,513
|
|
|
$
|
11,804,382
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||||
Revenue
|
$
|
2,148,612
|
|
|
$
|
2,161,190
|
|
|
$
|
2,061,465
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Direct costs of revenue (excluding depreciation and amortization)
|
324,232
|
|
|
330,874
|
|
|
406,153
|
|
|||
Selling, general and administrative
|
205,475
|
|
|
200,857
|
|
|
226,918
|
|
|||
Depreciation and amortization
|
707,824
|
|
|
687,589
|
|
|
658,233
|
|
|||
Satellite impairment loss
|
—
|
|
|
—
|
|
|
381,565
|
|
|||
Total operating expenses
|
1,237,531
|
|
|
1,219,320
|
|
|
1,672,869
|
|
|||
Income from operations
|
911,081
|
|
|
941,870
|
|
|
388,596
|
|
|||
Interest expense, net
|
1,020,770
|
|
|
1,212,374
|
|
|
1,273,112
|
|
|||
Loss on early extinguishment of debt
|
(4,109
|
)
|
|
(199,658
|
)
|
|
—
|
|
|||
Other income (expense), net
|
10,114
|
|
|
4,541
|
|
|
(34,078
|
)
|
|||
Loss before income taxes
|
(103,684
|
)
|
|
(465,621
|
)
|
|
(918,594
|
)
|
|||
Provision for (benefit from) income taxes
|
71,130
|
|
|
130,069
|
|
|
(7,384
|
)
|
|||
Net loss
|
(174,814
|
)
|
|
(595,690
|
)
|
|
(911,210
|
)
|
|||
Net income attributable to noncontrolling interest
|
(3,914
|
)
|
|
(3,915
|
)
|
|
(2,385
|
)
|
|||
Net loss attributable to Intelsat S.A.
|
$
|
(178,728
|
)
|
|
$
|
(599,605
|
)
|
|
$
|
(913,595
|
)
|
Net loss per common share attributable to Intelsat S.A.:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.50
|
)
|
|
$
|
(4.63
|
)
|
|
$
|
(6.51
|
)
|
Diluted
|
$
|
(1.50
|
)
|
|
$
|
(4.63
|
)
|
|
$
|
(6.51
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||||
Net loss
|
$
|
(174,814
|
)
|
|
$
|
(595,690
|
)
|
|
$
|
(911,210
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Defined benefit retirement plans:
|
|
|
|
|
|
||||||
Reclassification adjustment for amortization of unrecognized prior service credits, net of tax included in other income (expense), net
|
21
|
|
|
(839
|
)
|
|
(2,502
|
)
|
|||
Reclassification adjustment for amortization of unrecognized actuarial loss, net of tax included in other income (expense), net
|
2,074
|
|
|
4,064
|
|
|
2,943
|
|
|||
Actuarial gain (loss) arising during the year, net of tax
|
(13,896
|
)
|
|
2,960
|
|
|
(3,955
|
)
|
|||
Benefit plan amendment, net of tax of $0.7 million
|
—
|
|
|
38,510
|
|
|
—
|
|
|||
Adoption of ASU 2018-02 (see Note 14—Income Taxes)
|
—
|
|
|
—
|
|
|
(16,191
|
)
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
Unrealized gains on investments, net of tax
|
567
|
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for realized gain on investments, net of tax
|
(235
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for pension assets' gains, net of tax included in other income (expense), net
|
—
|
|
|
(351
|
)
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(11,469
|
)
|
|
44,344
|
|
|
(19,705
|
)
|
|||
Comprehensive loss
|
(186,283
|
)
|
|
(551,346
|
)
|
|
(930,915
|
)
|
|||
Comprehensive income attributable to noncontrolling interest
|
(3,914
|
)
|
|
(3,915
|
)
|
|
(2,385
|
)
|
|||
Comprehensive loss attributable to Intelsat S.A.
|
$
|
(190,197
|
)
|
|
$
|
(555,261
|
)
|
|
$
|
(933,300
|
)
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Total
|
|
|
|||||||||||||
|
Common
|
|
|
|
|
|
Other
|
|
Intelsat S.A.
|
|
Noncontrolling
Interest
|
|||||||||||||||
|
Shares
(in millions)
|
|
Amount
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Comprehensive
Loss
|
|
Shareholders’
Deficit
|
|
||||||||||||||
Balance at December 31, 2016
|
118.0
|
|
|
$
|
1,180
|
|
|
$
|
2,156,911
|
|
|
$
|
(5,715,931
|
)
|
|
$
|
(76,305
|
)
|
|
$
|
(3,634,145
|
)
|
|
$
|
24,147
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,728
|
)
|
|
—
|
|
|
(178,728
|
)
|
|
3,914
|
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,755
|
)
|
||||||
Share-based compensation
|
1.6
|
|
|
16
|
|
|
16,456
|
|
|
—
|
|
|
—
|
|
|
16,472
|
|
|
—
|
|
||||||
Postretirement/pension liability adjustment, net of tax of ($3.1) million
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,801
|
)
|
|
(11,801
|
)
|
|
—
|
|
||||||
Other comprehensive income, net of tax of $0.2 million
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332
|
|
|
332
|
|
|
—
|
|
||||||
Balance at December 31, 2017
|
119.6
|
|
|
$
|
1,196
|
|
|
$
|
2,173,367
|
|
|
$
|
(5,894,659
|
)
|
|
$
|
(87,774
|
)
|
|
$
|
(3,807,870
|
)
|
|
$
|
19,306
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(599,605
|
)
|
|
—
|
|
|
(599,605
|
)
|
|
3,915
|
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,825
|
)
|
||||||
Share-based compensation
|
2.9
|
|
|
29
|
|
|
10,006
|
|
|
—
|
|
|
—
|
|
|
10,035
|
|
|
—
|
|
||||||
Equity offering and 2025 Convertible Notes offering
|
15.5
|
|
|
155
|
|
|
368,098
|
|
|
—
|
|
|
—
|
|
|
368,253
|
|
|
—
|
|
||||||
Postretirement/pension liability adjustment, net of tax of $0.6 million
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,185
|
|
|
6,185
|
|
|
—
|
|
||||||
Benefit plan amendment, net of tax of $0.7 million
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,510
|
|
|
38,510
|
|
|
—
|
|
||||||
Other comprehensive income, net of tax of ($0.2) million
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
(351
|
)
|
|
—
|
|
||||||
Adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
(281,741
|
)
|
|
—
|
|
|
(281,741
|
)
|
|
—
|
|
||||||
Adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
—
|
|
|
169,579
|
|
|
—
|
|
|
169,579
|
|
|
—
|
|
||||||
Balance at December 31, 2018
|
138.0
|
|
|
$
|
1,380
|
|
|
$
|
2,551,471
|
|
|
$
|
(6,606,426
|
)
|
|
$
|
(43,430
|
)
|
|
$
|
(4,097,005
|
)
|
|
$
|
14,396
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(913,595
|
)
|
|
—
|
|
|
(913,595
|
)
|
|
2,385
|
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,771
|
)
|
||||||
Share-based compensation
|
3.1
|
|
|
31
|
|
|
14,225
|
|
|
—
|
|
|
—
|
|
|
14,256
|
|
|
—
|
|
||||||
Postretirement/pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,514
|
)
|
|
(3,514
|
)
|
|
—
|
|
||||||
Adoption of ASU 2018-02 (see Note 14—Income Taxes)
|
—
|
|
|
—
|
|
|
—
|
|
|
16,191
|
|
|
(16,191
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2019
|
141.1
|
|
|
$
|
1,411
|
|
|
$
|
2,565,696
|
|
|
$
|
(7,503,830
|
)
|
|
$
|
(63,135
|
)
|
|
$
|
(4,999,858
|
)
|
|
$
|
11,010
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(174,814
|
)
|
|
$
|
(595,690
|
)
|
|
$
|
(911,210
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
707,824
|
|
|
687,589
|
|
|
658,233
|
|
|||
Provision for (benefit from) doubtful accounts
|
(4,094
|
)
|
|
(836
|
)
|
|
17,190
|
|
|||
Foreign currency transaction (gain) loss
|
(876
|
)
|
|
6,736
|
|
|
2,128
|
|
|||
Loss on disposal of assets
|
45
|
|
|
46
|
|
|
402
|
|
|||
Satellite impairment loss
|
—
|
|
|
—
|
|
|
381,565
|
|
|||
Share-based compensation
|
15,995
|
|
|
6,824
|
|
|
13,189
|
|
|||
Deferred income taxes
|
43,931
|
|
|
79,160
|
|
|
(27,707
|
)
|
|||
Amortization of discount, premium, issuance costs and related costs
|
48,696
|
|
|
48,495
|
|
|
41,943
|
|
|||
Loss on early extinguishment of debt
|
4,109
|
|
|
199,658
|
|
|
—
|
|
|||
Amortization of actuarial loss and prior service credits for retirement benefits
|
3,287
|
|
|
3,823
|
|
|
(3,572
|
)
|
|||
Unrealized (gains) losses on derivative financial instruments
|
275
|
|
|
(15,093
|
)
|
|
27,018
|
|
|||
Unrealized net losses on investments and loans held-for-investment
|
—
|
|
|
408
|
|
|
39,695
|
|
|||
Sales-type lease
|
—
|
|
|
—
|
|
|
7,064
|
|
|||
Other non-cash items
|
(287
|
)
|
|
1,178
|
|
|
(205
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(14,333
|
)
|
|
(63,814
|
)
|
|
(1,307
|
)
|
|||
Prepaid expenses, contract and other assets
|
(24,760
|
)
|
|
3,708
|
|
|
15,664
|
|
|||
Accounts payable and accrued liabilities
|
(42,337
|
)
|
|
7,291
|
|
|
10,908
|
|
|||
Accrued interest payable
|
58,367
|
|
|
21,442
|
|
|
24,008
|
|
|||
Deferred revenue and contract liabilities
|
(134,577
|
)
|
|
(39,763
|
)
|
|
(18,368
|
)
|
|||
Accrued retirement benefits
|
(13,422
|
)
|
|
(15,902
|
)
|
|
(8,224
|
)
|
|||
Other long-term liabilities
|
(8,783
|
)
|
|
8,913
|
|
|
(12,875
|
)
|
|||
Net cash provided by operating activities
|
464,246
|
|
|
344,173
|
|
|
255,539
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payments for satellites and other property and equipment (including capitalized interest)
|
(461,627
|
)
|
|
(255,696
|
)
|
|
(229,818
|
)
|
|||
Purchase of investments and origination of loans held-for-investment
|
(25,744
|
)
|
|
(19,000
|
)
|
|
(70,751
|
)
|
|||
Capital contributions to unconsolidated affiliate (including capitalized interest)
|
(30,714
|
)
|
|
(48,097
|
)
|
|
(5,289
|
)
|
|||
Proceeds from insurance settlements
|
49,788
|
|
|
20,409
|
|
|
—
|
|
|||
Other proceeds from satellites
|
—
|
|
|
18,750
|
|
|
13,125
|
|
|||
Net cash used in investing activities
|
(468,297
|
)
|
|
(283,634
|
)
|
|
(292,733
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
1,500,000
|
|
|
4,585,875
|
|
|
400,000
|
|
|||
Repayments of long-term debt
|
(1,500,000
|
)
|
|
(4,782,451
|
)
|
|
—
|
|
|||
Debt issuance costs
|
(41,237
|
)
|
|
(49,436
|
)
|
|
(4,650
|
)
|
|||
Debt modification fees
|
—
|
|
|
(3,954
|
)
|
|
—
|
|
|||
Proceeds from stock issuance, net of issuance costs
|
—
|
|
|
224,250
|
|
|
—
|
|
|||
Payment of premium on early extinguishment of debt
|
—
|
|
|
(33,890
|
)
|
|
—
|
|
|||
Payments on tender, debt exchange and consent
|
(14
|
)
|
|
—
|
|
|
—
|
|
|||
Other payments for satellites
|
(35,396
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on deferred satellite performance incentives
|
(37,186
|
)
|
|
(25,488
|
)
|
|
(28,034
|
)
|
|||
Dividends paid to noncontrolling interest
|
(8,755
|
)
|
|
(8,825
|
)
|
|
(5,771
|
)
|
|||
Proceeds from exercise of employee stock options
|
476
|
|
|
3,211
|
|
|
1,067
|
|
|||
Other financing activities
|
414
|
|
|
385
|
|
|
298
|
|
|||
Net cash provided by (used in) financing activities
|
(121,698
|
)
|
|
(90,323
|
)
|
|
362,910
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
1,116
|
|
|
(4,450
|
)
|
|
(2,009
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
(124,633
|
)
|
|
(34,234
|
)
|
|
323,707
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
666,024
|
|
|
541,391
|
|
|
507,157
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
541,391
|
|
|
$
|
507,157
|
|
|
$
|
830,864
|
|
•
|
Level 1—unadjusted quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2—quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and
|
•
|
Level 3—unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability.
|
|
|
As of December 31, 2018
|
|
As of December 31,
2019
|
||||
Cash and cash equivalents
|
|
$
|
485,120
|
|
|
$
|
810,626
|
|
Restricted cash
|
|
22,037
|
|
|
20,238
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
507,157
|
|
|
$
|
830,864
|
|
|
Years
|
||
Buildings and improvements
|
10
|
-
|
40
|
Satellites and related costs
|
10
|
-
|
17
|
Ground segment equipment and software
|
4
|
-
|
15
|
Furniture and fixtures and computer hardware
|
4
|
-
|
12
|
Leasehold improvements(1)
|
2
|
-
|
12
|
(1)
|
Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the remaining lease term.
|
•
|
satellite anomalies, such as a partial or full loss of power;
|
•
|
under-performance of an asset compared to expectations; and
|
•
|
shortened useful lives due to changes in the way an asset is used or expected to be used.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
|||||||||||||||
North America
|
$
|
1,080,736
|
|
|
50
|
%
|
|
$
|
1,112,774
|
|
|
51
|
%
|
|
$
|
1,078,100
|
|
|
52
|
%
|
Europe
|
272,039
|
|
|
13
|
%
|
|
257,747
|
|
|
12
|
%
|
|
243,967
|
|
|
12
|
%
|
|||
Latin America and Caribbean
|
304,379
|
|
|
14
|
%
|
|
284,948
|
|
|
13
|
%
|
|
239,856
|
|
|
12
|
%
|
|||
Africa and Middle East
|
292,505
|
|
|
14
|
%
|
|
274,853
|
|
|
13
|
%
|
|
250,935
|
|
|
12
|
%
|
|||
Asia-Pacific
|
198,953
|
|
|
9
|
%
|
|
230,868
|
|
|
11
|
%
|
|
248,607
|
|
|
12
|
%
|
|||
Total
|
$
|
2,148,612
|
|
|
|
|
$
|
2,161,190
|
|
|
|
|
$
|
2,061,465
|
|
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
|||||||||||||||
On-Network Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Transponder services
|
$
|
1,543,384
|
|
|
72
|
%
|
|
$
|
1,570,278
|
|
|
73
|
%
|
|
$
|
1,468,791
|
|
|
71
|
%
|
Managed services
|
412,147
|
|
|
19
|
%
|
|
393,264
|
|
|
18
|
%
|
|
374,026
|
|
|
18
|
%
|
|||
Channel
|
5,405
|
|
|
—
|
%
|
|
4,250
|
|
|
—
|
%
|
|
2,400
|
|
|
—
|
%
|
|||
Total on-network revenues
|
1,960,936
|
|
|
91
|
%
|
|
1,967,792
|
|
|
91
|
%
|
|
1,845,217
|
|
|
89
|
%
|
|||
Off-Network and Other Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Transponder, MSS and other off-network services
|
141,845
|
|
|
7
|
%
|
|
150,186
|
|
|
7
|
%
|
|
175,602
|
|
|
9
|
%
|
|||
Satellite-related services
|
45,831
|
|
|
2
|
%
|
|
43,212
|
|
|
2
|
%
|
|
40,646
|
|
|
2
|
%
|
|||
Total off-network and other revenues
|
187,676
|
|
|
9
|
%
|
|
193,398
|
|
|
9
|
%
|
|
216,248
|
|
|
11
|
%
|
|||
Total
|
$
|
2,148,612
|
|
|
|
|
$
|
2,161,190
|
|
|
|
|
$
|
2,061,465
|
|
|
|
|
(in thousands, except per share data or where otherwise noted)
|
||||||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to Intelsat S.A.
|
$
|
(178,728
|
)
|
|
$
|
(599,605
|
)
|
|
$
|
(913,595
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding (in millions)
|
118.9
|
|
|
129.6
|
|
|
140.4
|
|
|||
Diluted weighted average shares outstanding (in millions):
|
118.9
|
|
|
129.6
|
|
|
140.4
|
|
|||
Basic EPS
|
$
|
(1.50
|
)
|
|
$
|
(4.63
|
)
|
|
$
|
(6.51
|
)
|
Diluted EPS
|
$
|
(1.50
|
)
|
|
$
|
(4.63
|
)
|
|
$
|
(6.51
|
)
|
|
Number of stock options
(in thousands)
|
|
Weighted average
exercise price
|
|
Weighted average
remaining contractual
term
(in years)
|
|
Aggregate
intrinsic value
(in millions)
|
|||||
Outstanding at January 1, 2019
|
1,109
|
|
|
$
|
3.71
|
|
|
|
|
|
||
Granted
|
3
|
|
|
19.03
|
|
|
|
|
|
|||
Exercised
|
(309
|
)
|
|
3.45
|
|
|
|
|
|
|||
Expired
|
(1
|
)
|
|
19.50
|
|
|
|
|
|
|||
Outstanding and exercisable at December 31, 2019
|
802
|
|
|
3.86
|
|
|
4.2
|
|
$
|
2.6
|
|
|
Number of stock options
(in thousands)
|
|
Weighted average
exercise price
|
|
Weighted average
remaining contractual
term
(in years)
|
|
Aggregate
intrinsic value
(in millions)
|
|||||
Outstanding at January 1, 2019
|
1,610
|
|
|
$
|
11.98
|
|
|
|
|
|
||
Outstanding and exercisable at December 31, 2019
|
1,610
|
|
|
11.98
|
|
|
3.1
|
|
$
|
2.0
|
|
|
Number of RSUs
(in thousands)
|
|
Weighted average
grant date fair value
|
|
Weighted average
remaining
contractual term
(in years)
|
|
Aggregate
intrinsic value
(in millions)
|
|||||
Outstanding at January 1, 2019
|
2,602
|
|
|
$
|
5.93
|
|
|
|
|
|
||
Granted
|
897
|
|
|
21.28
|
|
|
|
|
|
|||
Vested
|
(1,296
|
)
|
|
5.59
|
|
|
|
|
|
|||
Forfeited
|
(147
|
)
|
|
6.88
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
2,056
|
|
|
12.77
|
|
|
0.8
|
|
$
|
14.5
|
|
|
Number of RSUs
(in thousands)
|
|
Weighted
average grant
date fair value
|
|
Weighted average
remaining
contractual term
(in years)
|
|
Aggregate
intrinsic value
(in millions)
|
|||||
Outstanding at January 1, 2019
|
2,624
|
|
|
$
|
2.69
|
|
|
|
|
|
||
Granted
|
347
|
|
|
25.40
|
|
|
|
|
|
|||
Vested
|
(1,004
|
)
|
|
0.56
|
|
|
|
|
|
|||
Forfeited
|
(169
|
)
|
|
3.87
|
|
|
|
|
|
|||
Outstanding at December 31, 2019 (1)
|
1,798
|
|
|
7.94
|
|
|
1.0
|
|
$
|
12.6
|
|
|
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||
Description
|
As of
December 31, 2018 |
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Marketable securities(1)
|
$
|
4,700
|
|
|
$
|
4,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Undesignated interest rate cap contracts(2)
|
33,086
|
|
|
—
|
|
|
33,086
|
|
|
—
|
|
||||
Preferred stock warrant(3)
|
4,100
|
|
|
—
|
|
|
—
|
|
|
4,100
|
|
||||
Total assets
|
$
|
41,886
|
|
|
$
|
4,700
|
|
|
$
|
33,086
|
|
|
$
|
4,100
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Fair Value Measurements at December 31, 2019
|
||||||||||||
Description
|
As of
December 31, 2019 |
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Marketable securities(1)
|
$
|
5,145
|
|
|
$
|
5,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Undesignated interest rate cap contracts(2)
|
372
|
|
|
—
|
|
|
372
|
|
|
—
|
|
||||
Common stock warrant(3)
|
3,239
|
|
|
—
|
|
|
—
|
|
|
3,239
|
|
||||
Total assets
|
$
|
8,756
|
|
|
$
|
5,145
|
|
|
$
|
372
|
|
|
$
|
3,239
|
|
(1)
|
The valuation measurement inputs of these marketable securities represent unadjusted quoted prices in active markets and, accordingly, we have classified such investments within Level 1 of the fair value hierarchy. The cost basis of our marketable securities was $4.6 million and $4.3 million as of December 31, 2018 and 2019, respectively. We sold marketable securities with a cost basis of $0.7 million for each of the years ended December 31, 2018 and 2019, and recorded a nominal gain on the sale for the years ended December 31, 2018 and 2019, respectively, which is included within other income (expense), net in our consolidated statements of operations.
|
(2)
|
The valuation of our interest rate derivative instruments reflects the fair value of premiums paid, taking into account observable inputs including current interest rates, the market expectation for future interest rate volatility and current creditworthiness of the counterparties. As a result, we have determined that the valuation in its entirety is classified as Level 2 within the fair value hierarchy.
|
(3)
|
We valued the stock warrants using a valuation technique that reflects the risk-free interest rate, time to maturity and volatility of comparable companies. We identified the inputs used to calculate the fair value as Level 3 inputs and concluded that the valuation in its entirety is classified as Level 3 within the fair value hierarchy.
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||
Balance as of beginning of period
|
$
|
4,100
|
|
|
$
|
4,100
|
|
Purchase of investments
|
—
|
|
|
3,239
|
|
||
Unrealized loss included in other income (expense), net
|
—
|
|
|
(4,100
|
)
|
||
Balance as of end of period
|
$
|
4,100
|
|
|
$
|
3,239
|
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
||||||||||||
|
Pension
Benefits
|
|
Other Post-
retirement
Benefits
|
|
Pension
Benefits
|
|
Other Post-
retirement
Benefits
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
447,222
|
|
|
$
|
82,587
|
|
|
$
|
394,082
|
|
|
$
|
40,526
|
|
Interest cost
|
14,428
|
|
|
2,314
|
|
|
15,390
|
|
|
1,532
|
|
||||
Employee contributions
|
—
|
|
|
390
|
|
|
—
|
|
|
181
|
|
||||
Plan amendments
|
—
|
|
|
(33,907
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(30,741
|
)
|
|
(3,600
|
)
|
|
(24,875
|
)
|
|
(1,787
|
)
|
||||
Actuarial net (gain) loss
|
(36,827
|
)
|
|
(7,258
|
)
|
|
38,939
|
|
|
(577
|
)
|
||||
Benefit obligation at end of year
|
$
|
394,082
|
|
|
$
|
40,526
|
|
|
$
|
423,536
|
|
|
$
|
39,875
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Plan assets at beginning of year
|
$
|
334,582
|
|
|
$
|
—
|
|
|
$
|
297,631
|
|
|
$
|
—
|
|
Employer contributions
|
5,115
|
|
|
3,210
|
|
|
4,232
|
|
|
1,606
|
|
||||
Employee contributions
|
—
|
|
|
390
|
|
|
—
|
|
|
181
|
|
||||
Actual return on plan assets
|
(11,325
|
)
|
|
—
|
|
|
57,833
|
|
|
—
|
|
||||
Benefits paid
|
(30,741
|
)
|
|
(3,600
|
)
|
|
(24,875
|
)
|
|
(1,787
|
)
|
||||
Plan assets at fair value at end of year
|
$
|
297,631
|
|
|
$
|
—
|
|
|
$
|
334,821
|
|
|
$
|
—
|
|
Accrued benefit costs and funded status of the plans
|
$
|
(96,451
|
)
|
|
$
|
(40,526
|
)
|
|
$
|
(88,715
|
)
|
|
$
|
(39,875
|
)
|
Accumulated benefit obligation
|
$
|
394,082
|
|
|
|
|
$
|
423,536
|
|
|
|
||||
Weighted average assumptions used to determine accumulated benefit obligation and accrued benefit costs
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.35
|
%
|
|
4.27
|
%
|
|
3.29
|
%
|
|
3.19
|
%
|
||||
Weighted average assumptions used to determine net periodic benefit costs
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.67
|
%
|
|
3.64%/4.18%
|
|
|
4.35
|
%
|
|
4.27
|
%
|
||||
Expected rate of return on plan assets
|
7.60
|
%
|
|
—
|
|
|
7.60
|
%
|
|
—
|
|
||||
Amounts in accumulated other comprehensive loss recognized in net periodic benefit cost
|
|
|
|
|
|
|
|
||||||||
Actuarial net (gain) loss, net of tax
|
$
|
4,640
|
|
|
$
|
(576
|
)
|
|
$
|
4,151
|
|
|
$
|
(1,208
|
)
|
Prior service credits, net of tax
|
(854
|
)
|
|
15
|
|
|
—
|
|
|
(2,502
|
)
|
||||
Total
|
$
|
3,786
|
|
|
$
|
(561
|
)
|
|
$
|
4,151
|
|
|
$
|
(3,710
|
)
|
Amounts in accumulated other comprehensive loss not yet recognized in net periodic benefit cost
|
|
|
|
|
|
|
|
||||||||
Actuarial net (gain) loss, net of tax
|
$
|
93,509
|
|
|
$
|
(15,377
|
)
|
|
$
|
111,637
|
|
|
$
|
(16,646
|
)
|
Prior service credits, net of tax
|
(343
|
)
|
|
(32,514
|
)
|
|
—
|
|
|
(30,011
|
)
|
||||
Total
|
$
|
93,166
|
|
|
$
|
(47,891
|
)
|
|
$
|
111,637
|
|
|
$
|
(46,657
|
)
|
Amounts in accumulated other comprehensive loss expected to be recognized in net periodic benefit cost in the subsequent year
|
|
|
|
|
|
|
|
||||||||
Actuarial net (gain) loss
|
$
|
4,222
|
|
|
$
|
(1,229
|
)
|
|
$
|
6,399
|
|
|
$
|
(1,219
|
)
|
Prior service credits
|
—
|
|
|
(2,544
|
)
|
|
—
|
|
|
(2,545
|
)
|
||||
Total
|
$
|
4,222
|
|
|
$
|
(3,773
|
)
|
|
$
|
6,399
|
|
|
$
|
(3,764
|
)
|
|
As of December 31, 2018
|
|
As of December 31, 2019
|
||||||||
|
Target
Allocation
|
|
Actual
Allocation
|
|
Target
Allocation
|
|
Actual
Allocation
|
||||
Asset Category
|
|
|
|
|
|
|
|
||||
Equity securities
|
49
|
%
|
|
45
|
%
|
|
49
|
%
|
|
48
|
%
|
Debt securities
|
36
|
%
|
|
36
|
%
|
|
36
|
%
|
|
34
|
%
|
Other securities
|
15
|
%
|
|
19
|
%
|
|
15
|
%
|
|
18
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurements at December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
U.S. Large-Cap (1)
|
$
|
62,243
|
|
|
$
|
62,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Small/Mid-Cap (2)
|
15,739
|
|
|
15,739
|
|
|
—
|
|
|
—
|
|
||||
World Equity Ex-U.S. (3)
|
54,994
|
|
|
54,994
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Long Duration Bonds (4)
|
91,278
|
|
|
91,278
|
|
|
—
|
|
|
—
|
|
||||
High Yield Bonds (5)
|
8,440
|
|
|
8,440
|
|
|
—
|
|
|
—
|
|
||||
Emerging Market Fixed Income (Non-U.S.) (6)
|
8,923
|
|
|
8,923
|
|
|
—
|
|
|
—
|
|
||||
Other Securities
|
|
|
$
|
241,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Hedge Funds (7)
|
18,062
|
|
|
|
|
|
|
|
|||||||
Core Property Fund (8)
|
37,559
|
|
|
|
|
|
|
|
|||||||
Income earned but not yet received
|
393
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
297,631
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
U.S. Large-Cap (1)
|
$
|
75,380
|
|
|
$
|
75,380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Small/Mid-Cap (2)
|
19,566
|
|
|
19,566
|
|
|
—
|
|
|
—
|
|
||||
World Equity Ex-U.S. (3)
|
65,882
|
|
|
65,882
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Long Duration Bonds (4)
|
95,327
|
|
|
95,327
|
|
|
—
|
|
|
—
|
|
||||
High Yield Bonds (5)
|
9,610
|
|
|
9,610
|
|
|
—
|
|
|
—
|
|
||||
Emerging Market Fixed Income (Non-U.S.) (6)
|
9,720
|
|
|
9,720
|
|
|
—
|
|
|
—
|
|
||||
Other Securities
|
|
|
$
|
275,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Hedge Funds (7)
|
18,803
|
|
|
|
|
|
|
|
|||||||
Core Property Fund (8)
|
40,205
|
|
|
|
|
|
|
|
|||||||
Cash and income earned but not yet received
|
328
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
334,821
|
|
|
|
|
|
|
|
(1)
|
U.S. Large-Cap Equity includes investments in funds that invest primarily in a portfolio of common stocks included in the S&P 500 Index, as well as other equity securities and derivative instruments whose value is derived from the performance of the S&P 500.
|
(2)
|
U.S. Small/Mid-Cap includes investments in funds that (1) invest primarily in U.S. small- and mid-cap stocks with market capitalization ranges similar to those found in the FTSE Russell 2500 Index, or (2) aim to produce investment results that correspond to the performance of the FTSE/Russell Small Cap Completeness Index.
|
(3)
|
World Equity Ex-U.S. includes an investment in a fund that invests primarily in common stocks and other equity securities whose issuers comprise a broad range of capitalizations and that are located outside of the U.S. The fund invests primarily in developed countries but may also invest in emerging markets.
|
(4)
|
Long Duration Bonds includes an investment in a fund that invests primarily in long-duration government and corporate fixed income securities and uses derivative instruments (including interest rate swaps and U.S. Treasury futures contracts) for the purpose of managing the overall duration and yield curve exposure of the fund's portfolio.
|
(5)
|
High Yield Bonds includes an investment in a fund that seeks to maximize return by investing primarily in a diversified portfolio of higher yielding, lower rated fixed income securities. The fund will invest primarily in securities rated below investment grade, including corporate bonds, convertible and preferred securities and zero coupon obligations.
|
(6)
|
Emerging Markets Fixed Income (Non-U.S.) includes an investment in a fund that seeks to maximize return by investing in fixed income securities of emerging markets issuers. The fund will invest primarily in U.S. dollar denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers.
|
(7)
|
Hedge Funds includes an investment in a collective trust fund that seeks to provide returns that are different from (less correlated with) investments in more traditional asset classes. The fund will pursue its investment objective by investing substantially all of its assets in various hedge funds. The fund has semi-annual redemptions in June and December with a pre-notification period of 95 days, and a two year lock-up on all purchases which have expired.
|
(8)
|
The Core Property Fund is a collective trust fund that invests in direct commercial property funds primarily in the U.S. The fund is meant to provide current income-oriented returns, diversification, and modest inflation protection to an overall investment portfolio. Total returns are expected to be somewhere between stocks and bonds, with moderate volatility and low correlation to public markets. The fund has quarterly redemptions with a pre-notification period of 95 days, and no lock-up period.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||||
Interest cost
|
$
|
14,778
|
|
|
$
|
14,428
|
|
|
$
|
15,390
|
|
Expected return on plan assets
|
(24,410
|
)
|
|
(24,482
|
)
|
|
(23,490
|
)
|
|||
Amortization of unrecognized net loss
|
3,751
|
|
|
5,307
|
|
|
4,221
|
|
|||
Total income
|
$
|
(5,881
|
)
|
|
$
|
(4,747
|
)
|
|
$
|
(3,879
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||||
Interest cost
|
$
|
2,869
|
|
|
$
|
2,314
|
|
|
$
|
1,532
|
|
Amortization of prior service credit
|
(8
|
)
|
|
(854
|
)
|
|
(2,544
|
)
|
|||
Amortization of unrecognized net gain
|
(455
|
)
|
|
(630
|
)
|
|
(1,229
|
)
|
|||
Total costs (income)
|
$
|
2,406
|
|
|
$
|
830
|
|
|
$
|
(2,241
|
)
|
|
Pension
Benefits
|
|
Other Post-
retirement Benefits
|
||||
2020
|
$
|
41,114
|
|
|
$
|
2,884
|
|
2021
|
28,167
|
|
|
2,901
|
|
||
2022
|
27,458
|
|
|
2,892
|
|
||
2023
|
27,473
|
|
|
2,852
|
|
||
2024
|
26,454
|
|
|
2,785
|
|
||
2025 to 2029
|
124,270
|
|
|
12,809
|
|
||
Total
|
$
|
274,936
|
|
|
$
|
27,123
|
|
|
As of
December 31, 2018 |
|
As of
December 31, 2019 |
||||
Satellites and launch vehicles
|
$
|
10,786,802
|
|
|
$
|
10,407,690
|
|
Information systems and ground segment
|
894,796
|
|
|
968,482
|
|
||
Buildings and other
|
273,155
|
|
|
280,109
|
|
||
Total cost
|
11,954,753
|
|
|
11,656,281
|
|
||
Less: accumulated depreciation
|
(6,443,051
|
)
|
|
(6,954,218
|
)
|
||
Total
|
$
|
5,511,702
|
|
|
$
|
4,702,063
|
|
|
As of
December 31, 2018 |
|
As of
December 31, 2019 |
||||
Goodwill
|
$
|
6,780,827
|
|
|
$
|
6,780,827
|
|
Accumulated impairment losses
|
(4,160,200
|
)
|
|
(4,160,200
|
)
|
||
Net carrying amount
|
$
|
2,620,627
|
|
|
$
|
2,620,627
|
|
|
As of
December 31, 2018 |
|
As of
December 31, 2019 |
||||
Orbital locations
|
$
|
2,387,700
|
|
|
$
|
2,387,700
|
|
Trade name
|
65,200
|
|
|
65,200
|
|
||
Total non-amortizable intangible assets
|
$
|
2,452,900
|
|
|
$
|
2,452,900
|
|
|
As of December 31, 2018
|
|
As of December 31, 2019
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Backlog and other
|
$
|
743,760
|
|
|
$
|
(701,445
|
)
|
|
$
|
42,315
|
|
|
$
|
743,760
|
|
|
$
|
(713,205
|
)
|
|
$
|
30,555
|
|
Customer relationships
|
534,030
|
|
|
(265,242
|
)
|
|
268,788
|
|
|
534,030
|
|
|
(287,833
|
)
|
|
246,197
|
|
||||||
Total
|
$
|
1,277,790
|
|
|
$
|
(966,687
|
)
|
|
$
|
311,103
|
|
|
$
|
1,277,790
|
|
|
$
|
(1,001,038
|
)
|
|
$
|
276,752
|
|
Year
|
Amount
|
||
2020
|
$
|
31,103
|
|
2021
|
28,635
|
|
|
2022
|
25,479
|
|
|
2023
|
21,353
|
|
|
2024
|
18,760
|
|
|
As of December 31, 2018
|
|
As of December 31, 2019
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Intelsat S.A.:
|
|
|
|
|
|
|
|
||||||||
4.5% Convertible Senior Notes due June 2025
|
$
|
402,500
|
|
|
$
|
590,427
|
|
|
$
|
402,500
|
|
|
$
|
265,231
|
|
Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes
|
(149,083
|
)
|
|
—
|
|
|
(133,310
|
)
|
|
—
|
|
||||
Total Intelsat S.A. obligations
|
253,417
|
|
|
590,427
|
|
|
269,190
|
|
|
265,231
|
|
||||
Intelsat Luxembourg:
|
|
|
|
|
|
|
|
||||||||
7.75% Senior Notes due June 2021
|
421,219
|
|
|
381,203
|
|
|
421,219
|
|
|
336,975
|
|
||||
Unamortized prepaid debt issuance costs on 7.75% Senior Notes
|
(2,062
|
)
|
|
—
|
|
|
(1,257
|
)
|
|
—
|
|
||||
8.125% Senior Notes due June 2023
|
1,000,000
|
|
|
765,000
|
|
|
1,000,000
|
|
|
590,000
|
|
||||
Unamortized prepaid debt issuance costs on 8.125% Senior Notes
|
(7,256
|
)
|
|
—
|
|
|
(5,838
|
)
|
|
—
|
|
||||
12.5% Senior Notes due November 2024
|
403,350
|
|
|
376,807
|
|
|
403,350
|
|
|
277,152
|
|
Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes
|
(198,620
|
)
|
|
—
|
|
|
(184,344
|
)
|
|
—
|
|
||||
Total Intelsat Luxembourg obligations
|
1,616,631
|
|
|
1,523,010
|
|
|
1,633,130
|
|
|
1,204,127
|
|
||||
Intelsat Connect Finance:
|
|
|
|
|
|
|
|
||||||||
9.5% Senior Notes due February 2023
|
1,250,000
|
|
|
1,062,500
|
|
|
1,250,000
|
|
|
865,625
|
|
||||
Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes
|
(34,904
|
)
|
|
—
|
|
|
(27,741
|
)
|
|
—
|
|
||||
Total Intelsat Connect Finance obligations
|
1,215,096
|
|
|
1,062,500
|
|
|
1,222,259
|
|
|
865,625
|
|
||||
Intelsat Jackson:
|
|
|
|
|
|
|
|
||||||||
9.5% Senior Secured Notes due September 2022
|
490,000
|
|
|
556,150
|
|
|
490,000
|
|
|
562,275
|
|
||||
Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes
|
(14,545
|
)
|
|
—
|
|
|
(11,204
|
)
|
|
—
|
|
||||
8% Senior Secured Notes due February 2024
|
1,349,678
|
|
|
1,390,168
|
|
|
1,349,678
|
|
|
1,380,046
|
|
||||
Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes
|
(4,671
|
)
|
|
—
|
|
|
(3,903
|
)
|
|
—
|
|
||||
5.5% Senior Notes due August 2023
|
1,985,000
|
|
|
1,717,025
|
|
|
1,985,000
|
|
|
1,687,250
|
|
||||
Unamortized prepaid debt issuance costs on 5.5% Senior Notes
|
(10,859
|
)
|
|
—
|
|
|
(8,723
|
)
|
|
—
|
|
||||
9.75% Senior Notes due July 2025
|
1,485,000
|
|
|
1,488,713
|
|
|
1,885,000
|
|
|
1,729,488
|
|
||||
Unamortized prepaid debt issuance costs on 9.75% Senior Notes
|
(18,230
|
)
|
|
—
|
|
|
(20,487
|
)
|
|
—
|
|
||||
8.5% Senior Notes due October 2024
|
2,950,000
|
|
|
2,832,000
|
|
|
2,950,000
|
|
|
2,669,750
|
|
||||
Unamortized prepaid debt issuance costs and premium on 8.5% Senior Notes
|
(15,310
|
)
|
|
—
|
|
|
(12,916
|
)
|
|
—
|
|
||||
Senior Secured Credit Facilities due November 2023
|
2,000,000
|
|
|
1,940,000
|
|
|
2,000,000
|
|
|
1,985,000
|
|
||||
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities
|
(26,965
|
)
|
|
—
|
|
|
(22,149
|
)
|
|
—
|
|
||||
Senior Secured Credit Facilities due January 2024
|
395,000
|
|
|
395,988
|
|
|
395,000
|
|
|
398,950
|
|
||||
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities
|
(1,933
|
)
|
|
—
|
|
|
(1,600
|
)
|
|
—
|
|
||||
6.625% Senior Secured Credit Facilities due January 2024
|
700,000
|
|
|
694,750
|
|
|
700,000
|
|
|
712,250
|
|
||||
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities
|
(3,427
|
)
|
|
—
|
|
|
(2,832
|
)
|
|
—
|
|
||||
Total Intelsat Jackson obligations
|
11,258,738
|
|
|
11,014,794
|
|
|
11,670,864
|
|
|
11,125,009
|
|
||||
Eliminations:
|
|
|
|
|
|
|
|
||||||||
8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson
|
(111,663
|
)
|
|
(85,422
|
)
|
|
(111,663
|
)
|
|
(65,881
|
)
|
||||
Unamortized prepaid debt issuance costs on 8.125% Senior Notes
|
810
|
|
|
—
|
|
|
652
|
|
|
—
|
|
||||
12.5% Senior Notes of Intelsat Luxembourg due November 2024 owned by Intelsat Connect Finance, Intelsat Jackson and Intelsat Envision
|
(403,245
|
)
|
|
(376,708
|
)
|
|
(403,245
|
)
|
|
(277,080
|
)
|
||||
Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes
|
198,568
|
|
|
—
|
|
|
184,296
|
|
|
—
|
|
||||
Total eliminations:
|
(315,530
|
)
|
|
(462,130
|
)
|
|
(329,960
|
)
|
|
(342,961
|
)
|
||||
Total Intelsat S.A. long-term debt
|
$
|
14,028,352
|
|
|
$
|
13,728,601
|
|
|
$
|
14,465,483
|
|
|
$
|
13,117,031
|
|
Year
|
Amount
|
||
2020
|
$
|
—
|
|
2021
|
421,219
|
|
|
2022
|
490,000
|
|
|
2023
|
6,123,337
|
|
|
2024
|
5,394,783
|
|
|
2025 and thereafter
|
2,287,500
|
|
|
Total principal repayments
|
14,716,839
|
|
|
Unamortized discounts, premiums and prepaid issuance costs
|
(251,356
|
)
|
|
Total Intelsat S.A. long-term debt
|
$
|
14,465,483
|
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2019
|
||||
Coupon interest
|
|
$
|
9,710
|
|
|
$
|
18,113
|
|
Amortization of discount and prepaid debt issuance costs
|
|
7,654
|
|
|
15,774
|
|
||
Total interest expense
|
|
$
|
17,364
|
|
|
$
|
33,887
|
|
Derivatives not designated as hedging instruments
|
|
Classification
|
|
As of
December 31, 2018 |
|
As of
December 31, 2019 |
||||
Interest rate cap contracts
|
|
Other assets
|
|
$
|
33,086
|
|
|
$
|
372
|
|
Preferred stock warrant
|
|
Other assets
|
|
4,100
|
|
|
—
|
|
||
Common stock warrant
|
|
Other assets
|
|
—
|
|
|
3,239
|
|
||
Total derivatives
|
|
|
|
$
|
37,186
|
|
|
$
|
3,611
|
|
Derivatives not designated as hedging instruments
|
|
Classification
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
||||||
Interest rate cap contracts
|
|
(Loss) gain included in interest expense, net
|
|
$
|
(1,006
|
)
|
|
$
|
14,435
|
|
|
$
|
(22,918
|
)
|
Preferred stock warrant
|
|
Loss included in other income (expense), net
|
|
—
|
|
|
—
|
|
|
(4,100
|
)
|
|||
Total (loss) gain on derivative financial instruments
|
|
|
|
$
|
(1,006
|
)
|
|
$
|
14,435
|
|
|
$
|
(27,018
|
)
|
|
|
Classification
|
|
As of
December 31, 2019 |
||
Assets
|
|
|
|
|
||
Operating
|
|
Other assets
|
|
$
|
86,780
|
|
Finance
|
|
Other assets(1)
|
|
10,084
|
|
|
Total leased assets
|
|
|
|
$
|
96,864
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Other current liabilities
|
|
$
|
12,744
|
|
Finance
|
|
Other current liabilities
|
|
2,215
|
|
|
Long-term
|
|
|
|
|
||
Operating
|
|
Other long-term liabilities
|
|
99,072
|
|
|
Finance
|
|
Other long-term liabilities
|
|
16,137
|
|
|
Total lease liabilities
|
|
|
|
$
|
130,168
|
|
|
(1)
|
Net of accumulated amortization of $542.
|
|
|
Classification
|
|
Year Ended December 31, 2019
|
||
Operating lease cost
|
|
Direct costs of revenue
|
|
$
|
14,210
|
|
Operating lease cost
|
|
Selling, general and administrative expenses
|
|
6,159
|
|
|
Finance lease cost
|
|
|
|
|
||
Amortization of leased assets
|
|
Depreciation and amortization
|
|
542
|
|
|
Interest on lease liabilities
|
|
Interest expense, net
|
|
813
|
|
|
Sublease income
|
|
Other income (expense), net
|
|
(1,206
|
)
|
|
Net lease cost
|
|
|
|
$
|
20,518
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
20,136
|
|
|
$
|
3,423
|
|
|
$
|
23,559
|
|
2021
|
|
16,329
|
|
|
3,629
|
|
|
19,958
|
|
|||
2022
|
|
15,508
|
|
|
3,489
|
|
|
18,997
|
|
|||
2023
|
|
15,122
|
|
|
3,419
|
|
|
18,541
|
|
|||
2024
|
|
15,006
|
|
|
1,813
|
|
|
16,819
|
|
|||
2025 and thereafter
|
|
71,633
|
|
|
8,242
|
|
|
79,875
|
|
|||
Total lease payments
|
|
$
|
153,734
|
|
|
$
|
24,015
|
|
|
$
|
177,749
|
|
Less: Imputed interest(1)
|
|
41,918
|
|
|
5,663
|
|
|
47,581
|
|
|||
Present value of lease liabilities
|
|
$
|
111,816
|
|
|
$
|
18,352
|
|
|
$
|
130,168
|
|
(1)
|
Calculated using the incremental borrowing rate assessed for each lease.
|
|
|
Operating Leases
|
|
Sublease Rental Income
|
|
Total
|
||||||
2019
|
|
$
|
20,065
|
|
|
$
|
(826
|
)
|
|
$
|
19,239
|
|
2020
|
|
18,730
|
|
|
(745
|
)
|
|
17,985
|
|
|||
2021
|
|
14,832
|
|
|
(535
|
)
|
|
14,297
|
|
|||
2022
|
|
13,979
|
|
|
(372
|
)
|
|
13,607
|
|
|||
2023
|
|
13,600
|
|
|
(78
|
)
|
|
13,522
|
|
|||
2024 and thereafter
|
|
80,216
|
|
|
(150
|
)
|
|
80,066
|
|
|||
Total contractual commitments
|
|
$
|
161,422
|
|
|
$
|
(2,706
|
)
|
|
$
|
158,716
|
|
|
|
Year Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
20,919
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
98,621
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
10,626
|
|
|
(1)
|
Discount rate is the incremental borrowing rate assessed for each lease.
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
||||||
Domestic income (loss) before income taxes
|
$
|
(18,149
|
)
|
|
$
|
(424,590
|
)
|
|
$
|
(869,247
|
)
|
Foreign income (loss) before income taxes
|
(85,535
|
)
|
|
(41,031
|
)
|
|
(49,347
|
)
|
|||
Total income (loss) before income taxes
|
$
|
(103,684
|
)
|
|
$
|
(465,621
|
)
|
|
$
|
(918,594
|
)
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
||||||
Current income tax provision (benefit)
|
|
|
|
|
|
||||||
Domestic
|
$
|
(125
|
)
|
|
$
|
792
|
|
|
$
|
—
|
|
Foreign
|
27,309
|
|
|
50,117
|
|
|
20,323
|
|
|||
Total
|
27,184
|
|
|
50,909
|
|
|
20,323
|
|
|||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Domestic
|
72
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
43,874
|
|
|
79,160
|
|
|
(27,707
|
)
|
|||
Total
|
43,946
|
|
|
79,160
|
|
|
(27,707
|
)
|
|||
Total income tax provision (benefit):
|
$
|
71,130
|
|
|
$
|
130,069
|
|
|
$
|
(7,384
|
)
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2019 |
||||||
Expected tax provision (benefit) at Luxembourg statutory income tax rate
|
$
|
(28,078
|
)
|
|
$
|
(121,108
|
)
|
|
$
|
(229,097
|
)
|
Foreign income tax differential
|
66,242
|
|
|
2,216
|
|
|
(23,603
|
)
|
|||
Lux Financing Activities
|
30,232
|
|
|
51,250
|
|
|
(5,930
|
)
|
|||
Change in tax rate
|
(28,250
|
)
|
|
(684
|
)
|
|
163,831
|
|
|||
Changes in unrecognized tax benefits
|
(79
|
)
|
|
(2,205
|
)
|
|
(4,178
|
)
|
|||
Changes in valuation allowance
|
40,853
|
|
|
746,905
|
|
|
(166,683
|
)
|
|||
Tax effect of 2011 Intercompany Sale
|
(6,073
|
)
|
|
1,655
|
|
|
1,269
|
|
|||
Foreign tax credits
|
(3,107
|
)
|
|
138
|
|
|
—
|
|
|||
Research and development tax credits
|
(2,786
|
)
|
|
—
|
|
|
—
|
|
|||
2018 Internal Reorganization
|
—
|
|
|
(549,382
|
)
|
|
257,921
|
|
|||
Other
|
2,176
|
|
|
1,284
|
|
|
(914
|
)
|
|||
Total income tax provision (benefit)
|
$
|
71,130
|
|
|
$
|
130,069
|
|
|
$
|
(7,384
|
)
|
|
As of
December 31, 2018 |
|
As of
December 31, 2019 |
||||
Long-term deferred taxes, net
|
$
|
(82,488
|
)
|
|
$
|
(55,171
|
)
|
Other assets
|
20,969
|
|
|
21,417
|
|
||
Net deferred taxes
|
$
|
(61,519
|
)
|
|
$
|
(33,754
|
)
|
|
As of
December 31, 2018 |
|
As of
December 31, 2019 |
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and advances
|
$
|
6,001
|
|
|
$
|
5,812
|
|
Amortizable intangible assets
|
1,133,702
|
|
|
788,134
|
|
||
Non-Amortizable intangible assets
|
42,265
|
|
|
40,527
|
|
||
Customer deposits
|
3,404
|
|
|
3,489
|
|
||
Bad debt reserve
|
1,350
|
|
|
4,468
|
|
||
Disallowed interest expense carryforward
|
74,825
|
|
|
109,229
|
|
||
Net operating loss carryforward
|
2,964,634
|
|
|
3,077,101
|
|
||
Tax credits
|
12,235
|
|
|
13,135
|
|
||
Tax basis differences in investments and affiliates
|
78,950
|
|
|
99,396
|
|
||
Other
|
2,346
|
|
|
3,287
|
|
||
Total deferred tax assets
|
4,319,712
|
|
|
4,144,578
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Satellites and other property and equipment
|
(80,376
|
)
|
|
(51,392
|
)
|
||
Amortizable intangible assets
|
(8,948
|
)
|
|
(7,299
|
)
|
||
Non-amortizable intangible assets
|
(31,359
|
)
|
|
(31,407
|
)
|
||
Tax basis differences in investments and affiliates
|
(51,645
|
)
|
|
(51,314
|
)
|
||
Other
|
(5,654
|
)
|
|
(354
|
)
|
||
Total deferred tax liabilities
|
(177,982
|
)
|
|
(141,766
|
)
|
||
Valuation allowance
|
(4,203,249
|
)
|
|
(4,036,566
|
)
|
||
Total net deferred tax liabilities
|
$
|
(61,519
|
)
|
|
$
|
(33,754
|
)
|
|
2018
|
|
2019
|
||||
Balance at January 1
|
$
|
31,380
|
|
|
$
|
29,144
|
|
Increases related to current year tax positions
|
928
|
|
|
70
|
|
||
Increases related to prior year tax positions
|
234
|
|
|
226
|
|
||
Decreases related to prior year tax positions
|
(81
|
)
|
|
(432
|
)
|
||
Expiration of statute of limitations for the assessment of taxes
|
(3,317
|
)
|
|
(4,054
|
)
|
||
Balance at December 31
|
$
|
29,144
|
|
|
$
|
24,954
|
|
|
Satellite
Construction
and Launch
Obligations
|
|
Satellite
Performance
Incentive
Obligations
|
|
Horizons-3
Satellite LLC
Contribution and Purchase
Obligations(1) |
|
Customer and
Vendor
Contracts
|
|
Sublease Rental Income
|
|
Total
|
||||||||||||
2020
|
$
|
137,370
|
|
|
$
|
65,301
|
|
|
$
|
28,586
|
|
|
$
|
138,885
|
|
|
$
|
(775
|
)
|
|
$
|
369,367
|
|
2021
|
163,325
|
|
|
51,685
|
|
|
32,358
|
|
|
58,208
|
|
|
(492
|
)
|
|
305,084
|
|
||||||
2022
|
122,621
|
|
|
36,816
|
|
|
33,600
|
|
|
51,866
|
|
|
(236
|
)
|
|
244,667
|
|
||||||
2023
|
9,442
|
|
|
25,366
|
|
|
33,723
|
|
|
47,498
|
|
|
(120
|
)
|
|
115,909
|
|
||||||
2024
|
7,832
|
|
|
24,726
|
|
|
34,314
|
|
|
38,573
|
|
|
(56
|
)
|
|
105,389
|
|
||||||
2025 and thereafter
|
20,956
|
|
|
104,084
|
|
|
192,618
|
|
|
81,362
|
|
|
(138
|
)
|
|
398,882
|
|
||||||
Total contractual commitments
|
$
|
461,546
|
|
|
$
|
307,978
|
|
|
$
|
355,199
|
|
|
$
|
416,392
|
|
|
$
|
(1,817
|
)
|
|
$
|
1,539,298
|
|
(1)
|
This amount includes commitments to make capital contributions to and purchase satellite capacity from Horizons 3. See Note 9(b)—Investments—Horizons-3 Satellite LLC.
|
|
Quarter Ended
|
|
||||||||||||||
2018
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
Revenue(1)
|
$
|
543,782
|
|
|
$
|
537,714
|
|
|
$
|
536,922
|
|
|
$
|
542,771
|
|
|
Income from operations(1)
|
234,472
|
|
|
237,755
|
|
|
237,269
|
|
|
232,374
|
|
|
||||
Net loss
|
(65,849
|
)
|
|
(45,840
|
)
|
(3)
|
(373,642
|
)
|
(3)
|
(110,359
|
)
|
(3)
|
||||
Net loss attributable to Intelsat S.A.
|
(66,801
|
)
|
|
(46,828
|
)
|
(3)
|
(374,631
|
)
|
(3)
|
(111,346
|
)
|
(3)
|
||||
Net loss per share attributable to Intelsat S.A.:
|
|
|
|
|
|
|
|
|
||||||||
Basic(2)
|
$
|
(0.56
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(2.74
|
)
|
|
$
|
(0.81
|
)
|
|
Diluted(2)
|
(0.56
|
)
|
|
(0.38
|
)
|
|
(2.74
|
)
|
|
(0.81
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
|
||||||||||||||
2019
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
Revenue(1)
|
$
|
528,449
|
|
|
$
|
509,407
|
|
|
$
|
506,658
|
|
|
$
|
516,951
|
|
|
Income (loss) from operations(1)
|
200,292
|
|
|
(187,268
|
)
|
(4)
|
179,629
|
|
|
195,943
|
|
|
||||
Net loss
|
(120,042
|
)
|
|
(529,112
|
)
|
(4)
|
(147,698
|
)
|
|
(114,358
|
)
|
|
||||
Net loss attributable to Intelsat S.A.
|
(120,622
|
)
|
|
(529,722
|
)
|
(4)
|
(148,292
|
)
|
|
(114,959
|
)
|
|
||||
Net loss per share attributable to Intelsat S.A.:
|
|
|
|
|
|
|
|
|
||||||||
Basic(2)
|
$
|
(0.87
|
)
|
|
$
|
(3.76
|
)
|
|
$
|
(1.05
|
)
|
|
$
|
(0.81
|
)
|
|
Diluted(2)
|
(0.87
|
)
|
|
(3.76
|
)
|
|
(1.05
|
)
|
|
(0.81
|
)
|
|
(1)
|
Our quarterly revenue and operating income (loss) are generally not impacted by seasonality, as customer contracts for satellite utilization are generally long-term.
|
(2)
|
Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.
|
(3)
|
The quarter ended June 30, 2018 included a $22.1 million gain on early extinguishment of debt related to the repurchase of the 2021 Luxembourg Notes. The quarter ended September 30, 2018 included a $204.1 million loss on early extinguishment of debt related to the 2023 ICF Notes and the 2024 Jackson Senior Unsecured Notes. The quarter ended December 31, 2018 included a $17.8 million loss on early extinguishment of debt related to the repurchase of the 2024 Jackson Senior Unsecured Notes and the redemption of 2021 Jackson Notes (see Note 11—Long-Term Debt).
|
(4)
|
The quarter ended June 30, 2019 included an impairment charge of $381.6 million relating to the loss of Intelsat 29e (see Note 8—Satellites and Other Property and Equipment).
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
(a)(2) The following financial statement schedule is included in this Annual Report on Form 10-K:
|
|
|
|
|
|
|
Exhibit
No.
|
|
Document Description
|
|
|
|
3.1
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
Exhibit
No.
|
|
Document Description
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
Exhibit
No.
|
|
Document Description
|
|
|
|
4.27
|
|
|
|
|
|
4.28
|
|
|
|
|
|
4.29
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
Exhibit
No.
|
|
Document Description
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
Exhibit
No.
|
|
Document Description
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
Exhibit
No.
|
|
Document Description
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
10.53
|
|
|
|
|
|
10.54
|
|
|
|
|
|
10.55
|
|
|
|
|
|
10.56
|
|
|
|
|
|
10.57
|
|
|
|
|
|
10.58
|
|
|
|
|
|
10.59
|
|
|
|
|
|
10.60
|
|
|
|
|
|
10.61
|
|
|
|
|
|
10.62
|
|
|
|
|
|
10.63
|
|
|
|
|
|
10.64
|
|
|
|
|
|
10.65
|
|
|
|
|
|
10.66
|
|
|
|
|
|
10.67
|
|
|
|
|
|
10.68
|
|
|
|
|
|
10.69
|
|
|
|
|
|
10.70
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
Exhibit
No.
|
|
Document Description
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, 2018 and 2019, (ii) Consolidated Statements of Operations for the years ended December 31, 2017, 2018 and 2019, (iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017, 2018 and 2019, (iv) Consolidated Statements of Changes in Shareholders' Deficit for the years ended December 31, 2016, 2017, 2018 and 2019, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2018 and 2019, and (vi) Notes to Consolidated Financial Statements.*
|
|
|
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
*
|
Filed herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
⁜
|
Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text.
|
Description
|
Balance at
Beginning of
Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions(1)
|
|
Balance at
End of
Period
|
||||||||
|
(in thousands)
|
||||||||||||||
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
54,744
|
|
|
$
|
(4,094
|
)
|
|
$
|
(20,981
|
)
|
|
$
|
29,669
|
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
29,669
|
|
|
$
|
(836
|
)
|
|
$
|
(291
|
)
|
|
$
|
28,542
|
|
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
28,542
|
|
|
$
|
17,190
|
|
|
$
|
(5,704
|
)
|
|
$
|
40,028
|
|
Item 16.
|
Form 10-K Summary
|
|
|
INTELSAT S.A.
|
||
|
|
|
|
|
Date:
|
February 20, 2020
|
By:
|
|
/s/ STEPHEN SPENGLER
|
|
|
|
|
Stephen Spengler
|
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ STEPHEN SPENGLER
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 20, 2020
|
Stephen Spengler
|
|
|
|
|
|
|
|
|
|
/s/ DAVID TOLLEY
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 20, 2020
|
David Tolley
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN BACICA
|
|
Vice President and Controller, Intelsat US LLC (Principal Accounting Officer)
|
|
February 20, 2020
|
Stephen Bacica
|
|
|
|
|
|
|
|
|
|
/s/ DAVID McGLADE
|
|
Chairman and Director
|
|
February 20, 2020
|
David McGlade
|
|
|
|
|
|
|
|
|
|
/s/ JUSTIN BATEMAN
|
|
Director
|
|
February 20, 2020
|
Justin Bateman
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT CALLAHAN
|
|
Director
|
|
February 20, 2020
|
Robert Callahan
|
|
|
|
|
|
|
|
|
|
/s/ JOHN DIERCKSEN
|
|
Director
|
|
February 20, 2020
|
John Diercksen
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD KANGAS
|
|
Director
|
|
February 20, 2020
|
Edward Kangas
|
|
|
|
|
|
|
|
|
|
/s/ ELLEN PAWLIKOWSKI
|
|
Director
|
|
February 20, 2020
|
Ellen Pawlikowski
|
|
|
|
|
|
|
|
|
|
/s/ JACQUELINE RESES
|
|
Director
|
|
February 20, 2020
|
Jacqueline Reses
|
|
|
|
|
|
|
|
|
|
/s/ RAYMOND SVIDER
|
|
Director
|
|
February 20, 2020
|
Raymond Svider
|
|
|
|
|
Intelsat S.A.
Société anonyme
Siège Social: 4, rue Albert Borschette, L-1246 Luxembourg
RCS Luxembourg B 162.135
|
•
|
The Company has been incorporated under the name of “Intelsat Global Holdings S.A.” pursuant to a deed of Maître Henri HELLINCKX, notary with residence in Luxembourg, on July 8, 2011,
|
–
|
pursuant to a deed of Maître Edouard DELOSCH, notary with residence in Luxembourg, acting in replacement of Maître Cosita DELVAUX, notary, residing in Luxembourg, on June 21st, 2018.
|
–
|
pursuant to a deed of Maître Edouard DELOSCH, notary with residence in Luxembourg, acting in replacement of Maître Cosita DELVAUX, notary, residing in Luxembourg, on June 7th, 2019,
|
–
|
pursuant to a deed of Maître Cosita DELVAUX, notary, residing in Luxembourg, on June 13th, 2019.
|
–
|
pursuant to a deed of Maître Cosita DELVAUX, notary, residing in Luxembourg, on September 9th, 2019.
|
•
|
La société a été constituée sous la dénomination de “Intelsat Global Holdings S.A.” suivant acte reçu par Maître Henri HELLINCKX, notaire de résidence à Luxembourg, en date du 8 juillet 2011,
|
–
|
suivant acte reçu Maître Edouard DELOSCH, notaire de résidence à Luxembourg, agissant en remplacement de Maître Cosita DELVAUX, notaire de résidence à Luxembourg, en date du 21 juin 2018.
|
–
|
suivant acte reçu Maître Edouard DELOSCH, notaire de résidence à Luxembourg, agissant en remplacement de Maître Cosita DELVAUX, notaire de résidence à Luxembourg, en date du 7 juin 2019,
|
–
|
suivant acte reçu Maître Cosita DELVAUX, notaire de résidence à Luxembourg, en date du 13 juin 2019.
|
–
|
suivant acte reçu Maître Cosita DELVAUX, notaire de résidence à Luxembourg, en date du 9 septembre 2019.
|
•
|
In case of discrepancies between the English and the French text, the English version will be binding.
|
•
|
En cas de divergence entre le texte anglais et le texte français, le texte anglais fera foi.
|
Effective date
|
Share price on effective date
|
|||||||||||
$5.00
|
|
$10.00
|
|
$12.50
|
|
$15.00
|
|
$18.00
|
|
$20.00
|
||
April 17, 2013
|
|
2.7297
|
|
2.6281
|
|
2.5428
|
|
2.4597
|
|
2.3780
|
|
2.3368
|
May 1, 2014
|
|
2.7493
|
|
2.6952
|
|
2.6199
|
|
2.5295
|
|
2.4292
|
|
2.3759
|
May 1, 2015
|
|
2.7639
|
|
2.7534
|
|
2.7120
|
|
2.6280
|
|
2.5000
|
|
2.4226
|
May 1, 2016
|
|
2.7778
|
|
2.7778
|
|
2.7778
|
|
2.7778
|
|
2.7778
|
|
2.5000
|
|
If the Share Price falls between two Share Prices set forth in the table above, or if the Effective Date falls between two Effective Dates set forth in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the higher and lower Share Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year.
If the Share Price is in excess of sixty US Dollars (USD 60.00) per Common Share (subject to adjustment in the same manner as adjustments are made to the Share Price in accordance with the provisions of Article 7.11.3.4, then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate. If the Share Price is less than five US Dollars (USD 5.00) per Common Share (subject to adjustment in the same manner as adjustments are made to the Share Price in accordance with the provisions of Article 7.11.3.4, then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate. The Share Prices in the column headings in the table above are subject to adjustment in accordance with the provisions of Article 7.11.3.4. The conversion rates set forth in the table above are each subject to adjustment in the same manner as each Fixed Conversion Rate as set forth in Article 7.11.
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Class
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Means a class or series of Shares of the Company, namely the series of Common Shares and the series of Preferred A Shares.
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Closing Price
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Means for the Common Shares or any securities distributed in a Spin-Off, as the case may be, as of any date of determination:
(i) the closing price or, if no closing price is reported, the last reported sale price, of the Common Shares or such other securities on the New York Stock Exchange on that date; or
(ii) if the Common Shares or such other securities are not traded on the New York Stock Exchange, the closing price on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Shares or such other securities are so traded or, if no closing price is reported, the last reported sale price of the Common Shares or such other securities on the principal U.S. national or regional securities exchange on which the Common Shares or such other securities are so traded on that date; or
(iii) if the Common Shares or such other securities are not traded on a U.S. national or regional securities exchange, the last quoted bid price on that date for the Common Shares or such other securities in the over-the-counter market as reported by Pink OTC Markets Inc. or a similar organization; or
(iv) if the Common Shares or such other securities are not so quoted by Pink OTC Markets Inc. or a similar organization, the market price of the Common Shares or such other securities on that date as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose.
For the purposes of these Articles of Incorporation, all references herein to the closing price and the last reported sale price of the Common Shares on the New York Stock Exchange shall be such closing price and last reported sale price as reflected on the website of the New York Stock Exchange (www.nyse.com) and as reported by Bloomberg Professional Service; provided that in the event that there is a discrepancy between the closing price and the last reported sale price as reflected on the website of the New York Stock Exchange and as reported by Bloomberg Professional Service, the closing price and the last reported sale price on the website of the New York Stock Exchange shall govern.
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Common Shareholder
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Means a holder of one or more Common Shares (with respect to his/her/its Common Shares).
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Common Shares
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Means the common shares (actions ordinaires) of the Company with the rights and obligations as set forth in the Articles other than the Preferred A Shares.
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Communications Laws
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Means the United States Communications Act of 1934, as amended, the United States Telecommunications Act of 1996, any rule, regulation or policy of the Federal Communications Commission, and/or any statute, rule, regulation or policy of any other U.S., federal, state or local governmental or regulatory authority, agency, court commission, or other governmental body with respect to the operation of channels of radio communication and/or the provision of communications services.
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Company Law
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Means the law of 10th August 1915 on commercial companies as amended (and any replacement law thereof).
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Liquidation Preference
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Means, as to the Preferred A Shares, USD 50.00 per Preferred A Share.
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Management Group
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Means the group consisting of the directors, executive officers and other management personnel of the Company on the Preferred A Issue Date.
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Mandatory Conversion Date
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Means May 1, 2016.
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Officers Certificate
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Means a certificate of the Company, signed by any of the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer or the Secretary of the Company duly authorized therefore.
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outstanding
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Means with respect to Shares, Shares that are in issue and not held in treasury by the Company or a subsidiary of the Company.
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Parity Shares
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Means any class or series of share capital or class or series of preferred shares established after the Preferred A Issue Date, the terms of which expressly provide that such class or series shall rank on a parity with the Preferred A Shares as to dividend or distribution rights or rights upon the Company»s liquidation, winding-up or dissolution.
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Permitted Holders
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Means, at any time, (i) the Sponsors, (ii) the Management Group and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and/or (ii) above, and that (directly or indirectly) hold or acquire beneficial ownership of the share capital of the Company entitled to vote in elections of the Company»s directors (a «Permitted Holder Group»), so long as no Person or other «group» (other than Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the share capital of the Company entitled to vote in elections of the Company»s directors held by such Permitted Holder Group.
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Person
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Means any individual, partnership, firm, corporation, limited liability company, business trust, joint-stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.
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Preferred A Issue Date
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Shall mean April 23, 2013, the first original issue date of the Preferred A Shares.
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Preferred A Record Date
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Means the January 15, April 15, July 15 and October 15, immediately preceding the Dividend Payment Date on February 1, May 1, August 1 and November 1, respectively. These Preferred A Record Dates shall apply regardless of whether a particular Preferred A Record Date is a Business Day.
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Preferred A Record Holders
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Means a holder of record of Preferred A Shares at 5:00 p.m., New York City time, on a Preferred A Record Date.
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Preferred A Shareholder
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Means a holder of one or more Preferred A Shares (with respect to his/her/its Preferred A Shares).
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Preferred A Shares
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Means the Series A mandatory convertible junior non-voting preferred shares (actions préférentielles junior sans droits de vote convertibles obligatoirement en actions ordinaires) of the Company with the rights and obligations as set forth in the Articles.
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RCS Law
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Means the law dated 19 December 2002 concerning the register of commerce and of companies as well as the accounting and the annual accounts of undertakings.
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Regulated Market
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Means any official stock exchange or securities exchange market in the European Union, the United States of America or elsewhere.
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Rule 14a-8
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Means Rule 14a-8 of the Exchange Act and any successor rule promulgated thereunder.
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SEC
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Means the United States Securities and Exchange Commission.
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Senior Shares
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Means each class or series of share capital or series of preferred shares established after the Preferred A Issue Date, the terms of which expressly provide that such class or series shall rank senior to the Preferred A Shares as to dividend or distribution rights or rights upon the Company»s liquidation, winding-up or dissolution.
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set apart
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Means with respect to treasury Shares, such treasury Shares which have been set apart for a specific purpose or with respect to authorized unissued Shares, Shares for which the issuance has been decided in principle by the Board for a specific purpose.
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Share Dilution Amount
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Means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the Preferred A Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any share split, share dividend, reverse share split, reclassification or similar transaction.
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Share Price
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Means the price paid per Common Share in a Cash Acquisition. If the consideration paid consists only of cash, the Share Price shall equal the amount of cash paid per Common Share. If the consideration paid consists, in whole or in part, of any property other than cash, the Share Price shall be the average VWAP per Common Share over the ten (10) consecutive Trading Day period ending on the Trading Day preceding the Effective Date.
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Shareholder
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Means subject to the Articles a duly registered holder of one or more Shares of the Company.
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Shares
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Means the shares (actions) of the Company regardless of class or series.
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Shelf Registration Statement
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Shall mean a shelf registration statement filed with the SEC in connection with the issuance of or resales of Common Shares issued as payment of a Preferred Dividend, including Preferred Dividends paid in connection with a conversion.
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Spin-Off
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Means a dividend or distribution to all holders of Common Shares consisting of share capital of, or similar equity interests in, or relating to a subsidiary or other business unit of the Company.
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Sponsors
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Means (1) one or more investment funds advised, managed or controlled by BC Partners Holdings Limited or any Affiliate thereof, (2) one or more investment funds advised, managed or controlled by Silver Lake or any Affiliate thereof and (3) one or more investment funds advised, managed or controlled by any of the Persons described in (1) and (2) of this definition, and, in each case, (whether individually or as a group) their Affiliates.
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Trading Days
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Means days on which the Common Shares: a) are not suspended from trading on any U.S. national or regional securities exchange or association or over-the-counter market at the close of business; and
(b) have traded at least once on the U.S. national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Shares.
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VWAP
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Means per Common Share on any Trading Day the per Common Share volume-weighted average price as displayed on Bloomberg page «IAQR» (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, «VWAP» means the market value per Common Share on such Trading Day as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose. The «average VWAP» means the average of the VWAP for each Trading Day in the relevant period.
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Affilié
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Signifie pour toute Personne indiquée, toute autre Personne ayant le contrôle ou étant contrôlée directement ou indirectement par ou étant sous contrôle commun direct ou indirect avec cette Personne indiquée. Aux fins de la présente définition, «contrôle» (y compris, au sens large, les termes «ayant le contrôle», «contrôlée par» et «sous contrôle commun avec»), tel qu’employé à l’égard de toute Personne, signifie la détention, directement ou indirectement, du pouvoir d’orienter ou d’influer sur l’orientation de la gestion ou des politiques de cette Personne, que ce soit en raison des titres qu'il détient, par contrat ou autrement.
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Valeur de Marché Applicable
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Signifie la moyenne des Cours de Clôture par Action Ordinaire sur la période de quarante (40) Jours de Négociation consécutifs se terminant le troisième (3e) Jour de Négociation précédant immédiatement la Date de Conversion Obligatoire.
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Statuts
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Signifie les présents statuts de la Société tels que modifiés de temps à autre.
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Conseil ou Conseil d’Administration
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Signifie le conseil d’administration de la Société.
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Jour Ouvrable
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Signifie n’importe quel jour autre qu’un samedi ou un dimanche ou un jour où les banques commerciales dans la Ville de New York, l’État de New York ou la Ville de Luxembourg ont l’autorisation ou l’obligation de fermer en vertu de la loi ou d’un décret.
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Acquisition en Espèces
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Sera considérée comme ayant eu lieu, après la Date d’Émission Préférentielle A, au moment: (i) de la réalisation d’une opération ou d’un évènement (que ce soit par offre d’échange, liquidation, offre d’achat, consolidation, fusion, combinaison, recapitalisation ou autrement) en rapport avec lequel 90% ou plus des Actions Ordinaires sont échangées pour, converties en, acquises pour ou constituent uniquement le droit de recevoir une contrepartie dont 10% ou plus ne sont pas des actions ordinaires qui sont cotées sur, ou immédiatement après l’opération ou l’évènement seront cotées sur, une bourse nationale des États-Unis d’Amérique; ou (ii) où une «personne» ou un «groupe» (tel que ces termes sont employés aux fins des sections 13(d) et 14(d) de la Loi sur les Bourses, applicable ou non), autre que la Société, l’une de ses filiales détenues en majorité ou l’un des régimes d’avantages d’employés de la Société ou de ses filiales détenues en majorité, ou l’un des Porteurs Permis, est devenu le «bénéficiaire économique», directement ou indirectement, de plus de 50% de l’ensemble des droits de vote dans toutes les classes d’actions alors en circulation ayant le droit de voter de manière générale aux élections des administrateurs de la Société, ou (iii) nos Actions Ordinaires (ou toute Action Ordinaire, tout certificat représentatif d’action ou tout autre titre représentant des titres de participation ordinaires en lesquels les Actions Préférentielles A deviennent convertibles dans le cadre d’un Évènement de Restructuration) cessent (suite à l’admission à la Bourse de New York (New York Stock Exchange) en 2013) d’être négociées sur le New York Stock Exchange, le NASDAQ Global Select Market ou le NASDAQ Global Market (ou l’un de leurs successeurs respectifs) ou une autre bourse nationale des États-Unis d’Amérique.
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Taux de Conversion d’Acquisition en Espèces
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Signifie le taux de conversion indiqué dans le tableau ci-dessous pour la Date Effective et le Cours d’Action applicable à toute Conversion d’Acquisition en Espèces ayant lieu à ou avant la Date de Conversion Obligatoire:
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Si le Cours d’Action se situe entre deux Cours d’Action indiqués dans le tableau ci-dessus, ou si la Date Effective tombe entre deux Dates Effectives indiquées dans le tableau ci-dessus, le Taux de Conversion d’Acquisition en Espèces sera déterminé par interpolation linéaire entre les Taux de Conversion d’Acquisition en Espèces indiqués pour les Cours d’Action plus élevés et plus bas et les Dates Effectives antérieures ou ultérieures, le cas échéant, sur la base d’une année de 365 jours. Si le Cours d’Action est supérieur à soixante dollars américains (60,00 USD) par Action Ordinaire (sous réserve d’ajustement fait de la même manière que les ajustements sont faits au Cours d’Action conformément aux dispositions de l’Article 7.11.3.4, alors le Taux de Conversion d’Acquisition en Espèces sera le Taux de Conversion Minimum. Si le Cours d’Action est inférieur à cinq dollars américains (5,00 USD) par Action Ordinaire (sous réserve d’ajustement fait de la même manière que les ajustements faits au Cours d’Action conformément aux dispositions de l’Article 7.11.3.4, alors le Taux de Conversion d’Acquisition en Espèces sera le Taux de Conversion Maximum. Les Cours d’Action indiqués dans les titres de colonne du tableau ci-dessus peuvent faire l’objet d’un ajustement conformément aux dispositions de l’Article 7.11.3.4. Les taux de conversion indiqués dans le tableau ci-dessus peuvent tous faire l’objet d’un ajustement comme chaque Taux de Conversion Fixe tel qu’indiqué à l’Article 7.11.
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Classe
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Signifie une classe ou série d’Actions de la Société, à savoir la série d’Actions Ordinaires et la série d’Actions Préférentielles A.
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Cours de Clôture
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Signifie en ce qui concerne les Actions Ordinaires ou les titres distribués dans un Dividende de Scission, le cas échéant, à toute date de détermination:
(i) le cours de clôture ou, en l’absence de cours de clôture indiqué, le dernier prix de vente indiqué, des Actions Ordinaires ou d’autres titres sur le New York Stock Exchange ce jour-là; ou
(ii) si les Actions Ordinaires ou les autres titres ne sont pas négociés sur le New York Stock Exchange, le cours de clôture à la date indiquée dans les opérations mixtes pour la principale bourse régionale ou nationale des États-Unis d’Amérique sur laquelle les Actions Ordinaires ou les autres titres sont ainsi négociés ou, en cas d’absence de cours de clôture indiqué, le dernier prix de vente indiqué des Actions Ordinaires ou des autres titres sur la principale bourse régionale ou nationale des États-Unis d’Amérique sur laquelle les Actions Ordinaires ou les autres titres sont ainsi négociés ce jour-là; ou
(iii) si les Actions Ordinaires ou les autres titres ne sont pas négociés sur une bourse nationale des États-Unis d’Amérique ou régionale, le dernier prix d’achat cité ce jour-là pour les Actions Ordinaires ou les autres titres sur le marché de gré-à-gré tel qu’indiqué par Pink OTC Markets Inc. ou une organisation similaire; ou
(iv) si les Actions Ordinaires ou les autres titres ne sont pas cités par Pink OTC Markets Inc. ou une organisation similaire, le cours du marché des Actions Ordinaires or des autres titres ce jour-là tel que fixé par une banque d’affaires indépendante reconnue au niveau national engagée par la Société à cette fin.
Aux fins des présents Statuts, toutes les références contenues dans les présentes faites au cours de clôture et au dernier prix de vente indiqué des Actions Ordinaires sur le New York Stock Exchange sera le cours de clôture et le dernier prix de vente indiqué tel qu’affiché sur le site Internet du New York Stock Exchange (www.nyse.com) et Bloomberg Professional Service: à condition qu’en cas de divergences entre le cours de clôture et le dernier prix de vente indiqué tel qu’affiché sur le site Internet du New York Stock Exchange et que publié par Bloomberg Professional Service, le cours de clôture et le dernier prix de vente indiqué sur le site Internet du New York Stock Exchange prévalent.
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Actionnaire Ordinaire
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Signifie tout porteur d’une ou plusieurs Action(s) Ordinaire(s) (en ce qui concerne ses Actions Ordinaires).
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Actions Ordinaires
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Signifie les actions ordinaires de la Société assorties des droits et obligations énoncés dans les Statuts autres que les Actions Préférentielles A.
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Lois sur les Communications
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Signifie la loi américaine de 1934 sur les Communications, telle que modifiée, la loi américaine de 1996 sur les Télécommunications, les règles, règlements ou politiques de la Commission Fédérale des Communications (Federal Communications Commission), et/ou les lois, règles, règlements ou politiques d’autres autorités, agences, commissions judiciaires ou autres organismes gouvernementaux ou de surveillance des États-Unis d’Amérique, de l’État fédéral, des États fédérés ou gouvernement ou autorité de régulation locale portant sur l’opération de canaux de communications radio et/ou la fourniture de services de communications.
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Loi sur les Sociétés
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Signifie la loi du 10 août 1915 sur les sociétés commerciales telle que modifiée (et toute loi qui la remplace).
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Cours Boursier Actuel
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Signifie par Action Ordinaire (ou, dans le cas de l’Article 7.11.1.4, par Action Ordinaire, les actions ou les titres de participation de la Société, selon le cas) n’importe quel jour, dans le but de fixer un ajustement du Taux de Conversion Fixe:
(i) pour les besoins d’ajustements en vertu de l’Article 7.11.1.2, l’Article 7.11.1.4 en cas d’ajustement ne se rapportant pas à un Dividende de Scission, et l’Article 7.11.1.5, la moyenne des Cours de Clôture des Actions Ordinaires sur la période de cinq (5) Jours de Négociation consécutifs se terminant le Jour de Négociation précédant immédiatement l’Ex Date en ce qui concerne l’émission ou la distribution nécessitant ledit calcul;
(ii) pour les besoins d’ajustements en vertu de l’Article 7.11.1.4 en cas d’ajustement se rapportant à un Dividende de Scission, la moyenne des Cours de Clôture des Actions Ordinaires, des actions ou des titres de participation de la Société, selon le cas, sur les dix premiers Jours de Négociation consécutifs à partir du cinquième (5e ) Jour de Négociation (inclus) suivant immédiatement la date effective de cette distribution; et
(iii) pour les besoins d’ajustements en vertu de l’Article 7.11.1.6, la moyenne des Cours de Clôture des Actions Ordinaires sur la Période de cinq (5) Jours de Négociation consécutifs se terminant le septième Jour de Négociation suivant la Date d’Expiration de l’offre d’achat ou de l’offre d’échange en question.
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Administrateur
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Signifie un membre du Conseil d’Administration ou, le cas échéant, l’Administrateur unique de la Société.
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dividende ou distribution
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Signifie tout dividende ou toute autre distribution, que ce soit sur des bénéfices, primes ou toutes autres réserves disponibles.
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Date de Paiement des Dividendes
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Signifie (sous réserve de la déclaration pertinente faite) le 1 er février, 1 er mai, 1 er août et le 1 er novembre de chaque année, à compter du 1 er août 2013 jusque la Date de Conversion Obligatoire (incluse).
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Période des Dividendes
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Signifie la période à compter d’une Date de Paiement de Dividendes (incluse) à la Date de Paiement de Dividendes suivante (non incluse), à l’exception de la première Période des Dividendes qui commencera à la Date d’Émission Préférentielle A (incluse) et se terminera le 1 er août 2013 (exclu).
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DTC
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Signifie the Depository Trust Corporation ou tout établissement ou dépositaire similaire utilisé pour le règlement d’opérations dans les Actions Préférentielles A.
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Loi sur les Bourses
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Signifie la loi américaine de 1934, telle que modifiée, sur les bourses de valeurs mobilières (Securities Exchange Act), ainsi que les règles et règlements qui en découlent.
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Ex Date
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Signifie, lorsqu’employée en rapport avec une émission ou une distribution, la première date à laquelle des Actions Ordinaires sont négociées sans le droit de recevoir cette émission ou distribution.
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Juste Valeur de Marché
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Signifie la juste valeur de marché telle que fixée de bonne foi par le Conseil d’Administration, dont la fixation sera définitive.
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Taux de Conversion Fixes
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Signifie le Taux de Conversion Maximum et le Taux de Conversion Minimum.
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Assemblée Générale
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Signifie l’assemblée générale des Actionnaires.
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Actions de Second Rang
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Signifie (i) les Actions Ordinaires et (ii) toute autre classe ou série d’actions ou série d’actions préférentielles établies après la Date d’Émission Préférentielle A, dont les conditions ne prévoient pas expressément que cette classe ou série soit prioritaire sur les Actions Préférentielles A ou se classe au même rang que celles-ci en ce qui concerne les droits de distribution ou dividende ou droits en cas de liquidation ou dissolution de la Société.
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Préférence de Liquidation
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Signifie, en ce qui concerne les Actions Préférentielles A, 50,00 USD par Action Préférentielle A.
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Groupe de Gestion
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Signifie le groupe des directeurs, dirigeants et autres membres du personnel de gestion de la Société à la Date d’Émission Préférentielle A.
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Date de Conversion Obligatoire
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Signifie le 1 er mai 2016.
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Certificat de Dirigeant
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Signifie une attestation de la Société, signée par l’un des Directeur Général, Directeur Financier, Président, Président-Directeur Général, Vice-Président, Trésorier ou Secrétaire de la Société dûment autorisé à agir à cet effet.
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Certificat de Dirigeant
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Signifie une attestation de la Société, signée par l’un des Directeur Général, Directeur Financier, Président, Président-Directeur Général, Vice-Président, Trésorier ou Secrétaire de la Société dûment autorisé à agir à cet effet.
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en circulation
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Signifie en ce qui concerne les Actions, les Actions qui sont émises et non détenues par la Société ou une filiale de la Société en tant qu’actions propres en trésorerie.
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Actions de Même Rang
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Signifie toute classe ou série d’actions ou toute classe ou série d’actions préférentielles établie après la Date d’Émission Préférentielle A, dont les conditions prévoient expressément que cette classe ou série se classe au même rang que les Actions Préférentielles A en ce qui concerne les droits de dividende ou de distribution ou les droits en cas liquidation ou dissolution de la Société.
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Porteurs Permis
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Signifie, à tout moment, (i) les Promoteurs, (ii) le Groupe de Gestion et (iii) tout groupe (au sens de la Section 13(d)(3) ou de la Section 14(d)(2) de la Loi sur les Bourses, ou toute disposition la remplaçant) dont les membres comprennent l’un des Porteurs Permis indiqués dans les clauses (i) et/ou (ii) ci-dessus, et détiennent ou acquièrent (directement ou indirectement) la propriété économique des actions de la Société ayant le droit de voter aux élections de nos administrateurs (un «Groupe de Porteurs Permis»), tant qu’aucune Personne ou aucun autre «groupe» (autre que les Porteurs Permis indiqués dans les clauses (i) et (ii) cidessus) n’est le bénéficiaire économique de plus de 50% sur une base entièrement diluée des actions de la Société ayant le droit de voter aux élections de nos administrateurs détenues par ce Groupe de Porteurs Permis.
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Personne
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Signifie tout individu, toute société de personnes, entreprise, société, société à responsabilité limitée, société fiduciaire, société par actions, fiducie, association sans personnalité morale, coentreprise, autorité gouvernementale ou autre entité de quelque nature que ce soit.
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Date d’Émission Préférentielle A
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Signifie le 23 avril 2013, la toute première date d’émission des Actions Préférentielles A
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Date d’Inscription Préférentielle A
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Signifie le 15 janvier, le 15 avril, le 15 juillet et le 15 octobre précédant immédiatement la Date de Paiement de Dividendes le 1 er février, le 1 er mai, le 1 er août et le 1 er novembre, respectivement. Ces Dates d’Inscription Préférentielle A s’appliqueront qu’une Date d’Inscription Préférentielle A spécifique soit un Jour Ouvrable ou non.
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Porteurs d’Inscription Préférentielle A
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Signifie un porteur d’Actions Préférentielles A inscrit à 17h00, heure de New York, à une Date d’Inscription Préférentielle A.
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Actionnaire Préférentiel A
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Signifie tout porteur d’une ou plusieurs Actions Préférentielles A (en ce qui concerne ses Actions Préférentielles A).
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Actions Préférentielles A
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Signifie les actions préférentielles junior sans droit de vote et convertibles obligatoirement en actions ordinaires de série A de la Société, assorties des droits et obligations énoncés dans les Statuts.
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Loi RCS
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Signifie la loi du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises.
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Marché Réglementé
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Signifie toute bourse ou tout marché de titres officiels de l’Union Européenne, des États-Unis d’Amérique ou d’ailleurs
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Règle 14a-8
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Signifie la Règle 14a-8 de la Loi sur les Bourses et toute règle de remplacement promulguée en vertu de celle-ci.
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SEC
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Signifie la Commission boursière des États-Unis d’Amérique (Securities and Exchange Commission).
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Actions de Premier Rang
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Signifie chaque classe ou série d’actions ou série d’actions préférentielles établie après la Date d’Émission Préférentielle A, dont les conditions prévoient expressément que cette classe ou série est prioritaire par rapport aux Actions Préférentielles A en ce qui concerne les droits de dividende ou distribution ou les droits en cas de liquidation ou dissolution de la Société.
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réservé
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Signifie en ce qui concerne les Actions propres en trésorerie, les Actions propres en trésorerie qui ont été réservées dans un but spécifique ou en ce qui concerne des Actions autorisées mais non émises, les Actions dont l’émission a été décidée sur le principe par le Conseil dans un but spécifique
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Montant de Dilution des Actions
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Signifie l’augmentation du nombre d’actions diluées en circulation (déterminé conformément aux principes comptables généralement admis aux États-Unis, et tel que mesuré à compter de la Date d’Émission Préférentielle A) découlant de l’octroi, de l’acquisition ou de l’exercice de rémunération en actions des employés et ajustée de manière équitable pour toute division d’action, dividende en actions, regroupement d’actions, reclassification ou opération similaire.
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Cours d’Action
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Signifie le montant versé par Action Ordinaire dans le cadre d’une Acquisition en Espèces. Si la contrepartie n’est composée que d’espèces, le Cours d’Action sera égal au montant payé en espèces par Action Ordinaire. Si la contrepartie est composée, en tout ou partie, d’un bien autre que des espèces, le Cours d’Action sera égal au VWAP moyen par Action Ordinaire sur la période de dix (10) Jours de Négociation consécutifs se terminant le Jour de Négociation précédant la Date Effective.
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Actionnaire
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Signifie, sous réserve des Statuts, toute personne dûment inscrite comme détenteur d’une ou plusieurs Action(s) de la Société.
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Actions
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Signifie les actions de la Société, indépendamment de la classe ou de la série.
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Document
d’Enregistrement de Base
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Signifie un document d’enregistrement de base (Shelf Registration Statèrent) déposée auprès de la SEC dans le cadre de l’émission ou de la revente d’Actions Ordinaires émises en tant que paiement d’un Dividende Préférentiel, y compris des Dividendes Préférentiels payés dans le cadre d’une conversion.
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Dividende de Scission
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Signifie un dividende ou une distribution versée à tous les porteurs d’Actions Ordinaires composée d’actions de, ou de titres de participation similaires dans, ou relatives à une filiale ou autre unité commerciale de la Société.
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Promoteurs
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Signifie (1) un ou plusieurs fonds d’investissement conseillés, gérés ou contrôlés par BC Partners Holdings Limited ou tout Affilié de celle-ci, (2) un ou plusieurs fonds d’investissement conseillés, gérés ou contrôlés par Silver Lake ou tout Affilié de celle-ci et (3) un ou plusieurs fonds d’investissement conseillés, gérés ou contrôlés par l’une des Personnes décrites aux points (1) et (2) de la présente définition, et, dans tous les cas, (que ce soit de manière individuelle ou collective) leurs Affiliés.
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Jours de Négociation
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Signifie les jours où: (a) la négociation des Actions Ordinaires n’est pas suspendue sur un marché ou une association gestionnaire national(e) des États- Unis d’Amérique ou régional(e) de titres ou de gré à gré à la clôture des cours; et
(b) les Actions Ordinaires se sont négociées au moins une fois sur le marché ou une association gestionnaire national(e) des États-Unis d’Amérique ou régional(e) de titres ou de gré à gré, qui est le principal marché de négociation des Actions Ordinaires.
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«VWAP»
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Signifie par Action Ordinaire, chaque Jour de Négociation, le cours moyen pondéré en fonction du volume par Action Ordinaire tel qu’affiché sur Bloomberg page «IAQR» (ou son équivalent si cette page n’est pas disponible) se rapportant à la période de 9h30 à 16h00, heure de la ville de New York, ledit Jour de Négociation; ou, si ce cours n’est pas disponible, «VWAP» signifie la valeur de marché par Action Ordinaire ce Jour de Négociation-là tel que fixé par une banque d’affaires indépendante reconnue au niveau national et engagée par la Société à cet effet. Le «VWAP moyen» signifie la moyenne du «VWAP» pour chaque Jour de Négociation de la période concernée.
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the prior authorization of a general meeting of shareholders (at the quorum and majority for ordinary resolutions), which authorization sets forth the terms and conditions of the proposed repurchases and in particular the maximum number of common shares to be repurchased, the duration of the period for which the authorization is given (which may not exceed five years) and, in the case of repurchases for consideration, the minimum and maximum consideration per common share;
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the repurchase may not reduce our net assets on a non-consolidated basis to a level below the aggregate of the issued share capital and the reserves that we must maintain pursuant to Luxembourg law or our Articles; and
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only fully paid up common shares may be repurchased.
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(1)
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The Pledgors set forth in Schedule 1 (together the “Pledgors” and each a “Pledgor”);
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(2)
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Wilmington Trust FSB, as Collateral Trustee for the Secured Parties together with its successors and assigns in such capacity (the “Collateral Trustee” or the “Pledgee”);
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(3)
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The Debtors (being on the date hereof each of the companies set forth in Schedule 2 hereto (together the “Debtors” and each a “Debtor”);
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1.
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Except as otherwise defined herein and except where the context shall otherwise require, all capitalised words and expressions defined or, as the case may be, construed in the Credit Agreement shall have the same meaning or, as the case may be, constructions when used herein. In this Agreement:
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Affiliate
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Shall have the meaning set forth in the Credit Agreement.
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Business Day
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Means a day other than a Saturday or a Sunday on which banks in Luxembourg-City and New York City are open for normal business.
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Claims
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Means any claim, regardless of the nature thereof (including interest, default interest, commissions, expenses, costs, indemnities and any other amounts due), whether actual, future or contingent, whether owed jointly or severally, and whether subordinated or not, owed to anyone of the Pledgors by any of the Debtors now or in the future for as long as the present Pledge Agreement is in existence, together with, to the largest extent permitted by law, any accessory rights, claims or actions, including any security interest or rights, under whatever law, attaching to such claims or granted to the Pledgors as security for such claims, under any loan, promissory note, undocumented or arising from any agreement (including the MSA) and all other amounts due by any of the Debtors to any of the Pledgors.
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Collateral Agency and Intercreditor Agreement
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Shall mean the Collateral Agency and Intercreditor Agreement dated as of the date hereof, entered into by the Collateral Trustee, the Administrative Agent, the Borrower, each Guarantor (as defined in the Credit Agreement) and each holder (or representative or trustee thereof) from time to time of secured Indebtedness permitted under Section 10.2(k) of the Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
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Credit Party
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Shall have the meaning as set forth in the Credit Agreement.
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Debtors
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Means the (Luxembourg) obligors (or potential obligors) under Claims, being on the date hereof the entities listed in Schedule 2 and thereafter including such entities to which a notice pursuant to clause 2.3 has been addressed (unless the Pledge has been released with respect to any such entity).
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FCC
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Means the Federal Communications Commission of the United States of America and any successor governmental agency performing functions similar to those performed by the Federal Communications Commission on the date hereof.
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FCC Licenses
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Means all licenses, authorisations, waivers and permits issued to any of the Companies or any of its subsidiaries or direct or indirect holding companies by the FCC pursuant to the Communications Act of 1934 of the United States of America, as amended, and the written rules and regulations of the FCC.
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2.
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In this Agreement:
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1.
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any reference to the “Collateral Trustee”, “Pledgee””, the “Pledgor”, or the “Secured Parties” shall be construed so as to include its or their and any subsequent successors and any permitted transferees in accordance with their respective interests;
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2.
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a “Clause” shall, unless otherwise indicated, be construed as a reference to a clause hereof;
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3.
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“continuing”, in relation to a Triggering Event, shall be construed as a reference to a Triggering Event which has not been remedied or waived in accordance with the terms of the Credit Agreement;
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4.
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a “law” shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, byelaw, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court;
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5.
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a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;
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6.
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a “successor” of any party shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of its jurisdiction of incorporation or domicile has assumed the rights and obligations of such party under this Agreement or to which, under such laws, such rights and obligations have been transferred; and
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7.
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the “winding up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or existing or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of
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3.
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Any reference in this Agreement to:
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1.
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this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, restated, varied, novated or supplemented (however substantially); and
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2.
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a statute or statutory instrument shall be construed as a reference to such statute or statutory instrument as the same may have been, or may from time to time be, amended or, in the case of a statute, re-enacted or replaced.
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1.
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Each of the Pledgors hereby pledges in accordance with article 5(3) of the Financial Collateral Law, all the Pledged Assets (and in particular without limitation the Claims and the Related Assets, including for the avoidance of doubt any future Claims) held by it in favour of the Pledgee (as collateral trustee on behalf of the Secured Parties), who accepts, as continuing first priority security interest (“gage”) (the “Pledge”) for the payment and discharge of the Secured Obligations. The Pledgee accepts and acknowledges the Pledge.
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2.
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Each of the Debtors hereby acknowledges the Pledge and confirms that it is duly notified and informed hereby of the existence of the Pledge on all Claims due by it (now or in the future) to any of the Pledgors.
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3.
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Each of the Pledgors undertakes to duly notify the Pledge and the present Agreement to each new Affiliate of the Pledgors organized under Luxembourg law and with registered office in Luxembourg which is or will become the debtor with respect to any claims or other amounts owed to any of the Pledgors after the date hereof by notice substantially in the form set forth in Schedule 3 hereto (other than the Debtors set forth in Schedule 2). Such notice shall be delivered to and acknowledged by any new Debtor within 10 Business Days of incurrence of claim or other amount owned by such new Debtor to any Pledgor.
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1.
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Until the occurrence of a Triggering Event which is continuing,
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1.
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each Pledgor shall have power in respect of its Pledged Assets, and shall be free to deal with its Pledged Assets (including without limitation, transfer, assignment, repayment, conversion, redemption) subject in each case to the provisions of any other First Lien Document;
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2.
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each Pledgor shall be entitled to receive and retain all its Related Assets and to dispose of such assets at it sole discretion subject in each case to the provisions of any other First Lien Document and in particular to the rules set out in clause 5.6 (b) of the US Security Agreement.
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2.
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Upon the occurrence of an Triggering Event which is continuing and during the continuance of such Triggering Event but subject to the provisions of Clause 11 (FCC Licences and Regulatory Matters)
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1.
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all powers attaching to the Pledged Assets shall be vested in the Pledgee and may, as directed in accordance with the Collateral Agency and Intercreditor Agreement, be exercised by the Pledgee in such manner as so directed. For the avoidance of doubt, the Pledgee shall have the right following the occurrence of an Triggering Event which is continuing and during the continuance of such Triggering Event but always subject to the provisions of Clause 11 (FCC Licences and Regulatory Matters), to act as the Pledgors' irrevocable proxy and for as long as there are any Secured Obligations outstanding, to represent the Pledgors at any creditors meeting or written resolution and exercise the voting and other rights relating to the Pledged Assets in any manner the Pledgee as so directed for the purpose of protecting or enforcing the rights of the Pledgee hereunder and each Pledgor shall do whatever is reasonably requested by the Pledgee in order to ensure that the exercise of the voting rights (if any) in these circumstances is facilitated and becomes possible for the Pledgee, including the issuing of a written proxy in any form required under applicable law; In exercising its rights under
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2.
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all rights to interest, principal and other cash proceeds receivable arising in connection with the Pledged Assets shall, upon notice by the Pledgee, be paid to the Pledgee who may (without any obligation) notify the Debtors (in the form substantially of the notice attached in Schedule 4 hereto) the Debtors that the Pledgors are no longer entitled to dispose of the Pledged Assets and that the Pledgee is entitled to receive any thereof. The Pledgee shall apply any such Pledged Assets received in accordance with the provisions of this Agreement.
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1.
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Upon the occurrence of an Triggering Event which is continuing and during the continuance of such Triggering Event but subject to the provisions of Clause 11 (FCC Licences and Regulatory Matters), the Pledgee shall be entitled, with a three (3) Business Days prior notice, to enforce the Pledge (in full or in part) in any of the following manners in each case in the manner and on the terms the Pledgee thinks fit acting reasonably. In exercising its rights under this section the Pledgee shall act only as directed in accordance with the Collateral Agency and Intercreditor Agreement subject to the requirement of this section to act reasonably:
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1.
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set-off monies paid to, or received directly or indirectly by, it under the Pledged Assets against the Secured Obligations;
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2.
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require the Debtors to make payment of all amounts due by them under the Pledged Assets directly to the Pledgee;
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3.
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to request from the competent court, that title to all or part of the Pledged Assets be assigned or transferred to it (attribution judiciaire) for payment of the relevant part of the outstanding amount of the Secured Obligations, at a price determined by a court appointed expert;
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4.
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to sell all or part of the Pledged Assets in a private transaction at arms’ length terms (conditions commerciales normales);
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5.
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to cause the sale of all or part of the Pledged Assets, at a stock exchange selected by the Pledgee or by public auction held at the place and at the time and if required by applicable law by the public officer, designated by the Pledgee.
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1.
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The Claims existing on the date hereof have been duly entered into and constitute the valid, binding and enforceable obligation of each of the parties thereto;
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2.
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The Pledgor is the sole legal holder of the Pledged Assets existing on the date hereof pledged by it hereunder and has legal title to, such Pledged Assets, free from any Lien except as created by this Agreement or any Lien permitted under any First Lien Document;
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3.
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On the date hereof the Pledge over the Pledged Assets pursuant to this Pledge is not contrary to any court order or applicable to that Pledgor or of the relevant Debtor;
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4.
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This Agreement constitutes its legal, valid and binding obligations and operates as a valid pledge of its Pledged Assets in accordance with its terms and the Pledge created pursuant to this Agreement, and once perfected pursuant to Clause 2, constitutes a legal, valid, binding and enforceable first priority and first ranking security interest over its Pledged Assets (if any) in favour of the Pledgee in respect of all Secured Obligations and in each case prior and superior to the rights of other persons, except for any mandatory privileges preferred by applicable law;
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5.
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The Pledgor has the necessary power to enable it to enter into and perform its obligations under this Agreement and all necessary consents and authorizations for the execution of this Pledge Agreement have been obtained by the Pledgor and are in full force and effect except as could not reasonably be expected to have a Material Adverse Effect;
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6.
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Schedule 1 lists all Luxembourg law organized Affiliates of the Pledgors with registered office in Luxembourg as of the date hereof;
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7.
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For the avoidance of doubt, the Pledgor hereby waives any rights arising for it (if any) under Article 2037 of the Luxembourg Civil Code; and
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8.
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it will, and will cause each of its Debtors to, assist the Pledgee in order to obtain all necessary material consents, approvals and authorisations from any relevant authorities in order to permit the exercise by the Pledgee of its rights and powers under this Pledge Agreement upon enforcement of the Pledge.
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1.
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The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced or waived or released by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until its discharge.
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2.
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The Pledge shall be cumulative, in addition to and independent of every other security which the Pledgee may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Pledgee may now or at any time in the future have in respect of the Secured Obligations.
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3.
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The Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Pledgee in perfecting or enforcing the Pledge or any security interest or rights or remedies that the Pledgee may now or at any time in the future have from or against any Pledgor or any other person.
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4.
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No failure on the part of the Pledgee to exercise, or delay in exercising, any of its rights under this Agreement shall operate as a waiver or release thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of such rights or any other rights.
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5.
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Neither the obligations of any Pledgor contained in this Agreement nor the rights, powers and remedies conferred upon the Pledgee by this Agreement or by law nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
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1.
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any amendment to, or any variation, waiver or release of, any obligation of any Pledgor or any other person under any First Lien Document; or
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2.
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any failure to take, or to fully take, any security contemplated by any First Lien Document or otherwise agreed to be taken in respect of the obligations of any Pledgor under any First Lien Document; or
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3.
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any failure to realise or to fully realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the obligations of any Pledgor under any First Lien Document; or
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4.
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any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any Pledgor contained in this Agreement, the rights, powers and remedies conferred upon the Pledgee by this Agreement, the Pledge or by law.
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6.
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Until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Pledgors shall not by virtue of any payment made, security realised or security interest enforced or moneys received hereunder:
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1.
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be subrogated to any rights, security, security interests or moneys held, received or receivable by the Pledgee or be entitled to any right of contribution or indemnity, or
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2.
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claim, rank, prove or vote as a creditor of any Company or its estate in competition with the Pledgee.
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1.
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This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof and shall inure to the benefit of the First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until the Discharge of First Lien Obligations.
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2.
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A Pledgor or any Pledged Assets shall be released from this Pledge Agreement and the Pledge thereunder in accordance with the Collateral Agency and Intercreditor Agreement.
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3.
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Each Pledgor waives its right to the benefit of both “division” and “discussion” (if any).
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1.
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Notwithstanding anything to the contrary in this Pledge Agreement, the Pledgee shall not take (and shall not be entitled or authorised to take) any action pursuant to this Pledge Agreement (including any action that would constitute or result in an assignment of any FCC License or a direct or indirect change of control of any Pledgor or Debtor if such assignment of FCC License or direct or indirect change of control would require under any Requirement of Law in effect at that time, the prior approval of the FCC), unless and until any applicable Requirement of Law has been satisfied with respect to such action and there have been obtained such consents, approvals and authorisations (if any) as may be required under the terms of any license or operating right held by any Pledgor or Debtor or any other Credit Party (or any entity under their control).
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2.
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Without limiting the generality of the preceding Clause, the Pledgee (on behalf of itself and the Secured Parties) hereby agrees that (a) to the extent required by applicable law, voting and consensual rights in the ownership interest of any Pledgor or Debtor will remain with the holders of such voting and consensual rights after and during the continuance of an Triggering Event unless and until any required prior approvals of the FCC to the transfer of such voting and consensual rights to the Pledgee shall have been obtained; (b) upon the occurrence and during the continuance of an Triggering Event , if required by applicable law, any foreclosure of any of the Pledged Assets pursuant to this Pledge Agreement shall be effected either through a private or public sale of the Pledged Assets; and (c) prior to the exercise of voting or consensual rights by the purchaser, to the extent required by applicable law, at any such sale, the prior consent of the FCC pursuant to 47 U.S.C. § 310(d) will be obtained, as well as such licenses, approvals, authorisations and consents as may be required by the U.S. Department of State pursuant to the International Traffic in Arms Regulations; the U.S. Department of Commerce pursuant to the Export Administration Regulations; the U.S. Department of Defense pursuant to the National Industrial Security Program issued pursuant to Executive Order 12829; the Committee on Foreign Investment in the United States pursuant to the Exon Florio amendment to the Defense Production Act and implementing regulations; the U.S. Department of Treasury pursuant to the Foreign Asset Control Regulations; and the U.S. Department of Justice, the Federal Bureau of Investigation and the U.S. Department of Homeland Security regarding potential national security, law enforcement and public safety issues.
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3.
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It is the intention of the parties hereto that the grant of security interests hereunder (including, without limitation, the creation thereof) in favour of the Pledgee on the Pledged Assets, to the extent such Pledged Assets is subject to and governed by the requirements rules and regulations of the FCC, shall in all relevant aspects be subject to and governed by said requirements, rules and regulations and that nothing in this Pledge Agreement shall be construed to diminish the
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1.
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It is expressly agreed that, notwithstanding anything to the contrary herein contained, each Pledgor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of its Pledged Assets (to the extent it is still legally able to do so further to the exercise of rights hereunder by the Pledgee) and the Pledgee shall be under no obligation or liability by reason of or arising out of this Pledge Agreement. The Pledgee shall not be required in any manner to perform or fulfill any obligations of any Pledgor in respect of the Pledged Assets, or to make any payment or any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any time.
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2.
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Neither the Pledgee, nor the other Secured Parties shall be required in any manner to perform or fulfil any obligations of a Pledgor in respect of its Pledged Assets, or to make any payment, or to make any inquiry as to the nature of sufficiency of any payment received, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it (or they) may have been or to which they may be entitled thereunder at any time. More specifically, the Pledgee shall not be liable for any failure to collect or realise the Secured Obligations or any collateral security or guarantee therefore, or any part thereof, or for any delay in so doing nor shall the Pledgee be under any obligation to take any action whatsoever with regard thereto.
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1.
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The Pledgee (or any other Secured Party) shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid unless in writing, signed by or on behalf of the Pledgee, and then only to the extent set forth therein. A waiver by or on behalf of the Pledgee of any right or remedy hereunder on any one occa-sion shall not be construed as a bar to any right or remedy which the Pledgee would other-wise have on any future occasion. No failure to exercise, nor any delay in exercising on the part of the Pledgee, any right, power or privileges hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The right and remedies herein provided are cumulative and may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.
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2.
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None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by or on behalf of the Pledgee and the Pledgors.
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1.
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The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Pledgors may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Pledgee except pursuant to a transaction permitted by the Credit Agreement or the Collateral Agency and Intercreditor Agreement.
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2.
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Subject to the Collateral Agency and Intercreditor Agreement, the Pledgee may assign or transfer all or any of its respective rights or obligations hereunder. Any successor to or assignee of the Pledgee shall be entitled to the full benefits hereof. This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Pledgee or any of the Secured Parties, and without prejudice to the provision of the Credit Agreement, references to the Pledgee or any of the Secured Parties shall be deemed to include any assignee or successor in title of the Pledgee or any Secured Party and any person who, under any applicable law, has assumed the rights and obligations of the Pledgee or any other Secured Party hereunder or under the Credit Agreement or to which under such laws the same have been transferred or novated or assigned in any manner. To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and each Pledgor hereby gives power of attorney to the Pledgee to make any notifications and/or to take such further steps as may be reasonably required, and undertakes to do so itself if so requested by the Pledgee.
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3.
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For the purpose of article 1278 of the Luxembourg Civil Code, to the extent required under applicable law and without prejudice to the provisions in the Credit Agreement or in any of the agreements or documents relating to the Secured Obligations, the Pledgee hereby expressly reserves the preservation of this Pledge and the security interest created thereunder in case of assignment, novation, amendment or any other transfer of the Secured Obligations or any other rights arising for it or the Secured Parties under the Credit Agreement so that the security interst crated under this Pledge Agreement shall automatically, and without any formality, benefit to such transferee.
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1.
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This Agreement shall be governed by, and construed in accordance with the laws of the Grand-Duchy of Luxembourg.
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2.
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Any dispute arising in connection with this Agreement shall be submitted to the jurisdiction of the Luxembourg courts.
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3.
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Nothing in this clause 19. limits the right of the Pledgee to bring proceedings against any Pledgor in any other court of competent jurisdiction or concurrently in more than one jurisdiction provided claims, rights and any other assets belonging, directly or indirectly, to that Pledgor are situated or are deemed to be situated in that jurisdiction.
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Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.959;
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Intelsat Intermediate Holding Company S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number, RCS Luxembourg B149.957;
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Intelsat Phoenix Holdings S.A. a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg n° B 156667;
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Intelsat Subsidiary Holding Company S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.894;
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Intelsat Operations S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B156669;
|
|
Intelsat (Luxembourg) Finance Company S.à r.l, a société à responsabilité limitée under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B117.304;
|
|
Intelsat Global S.A. a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.927
|
|
Intelsat Global Subsidiary S.A. a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.952
|
|
Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.954
|
|
Intelsat S.A. a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.970
|
|
Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.942;
|
|
Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.959;
|
|
Intelsat Intermediate Holding Company S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number, RCS Luxembourg B149.957;
|
|
Intelsat Phoenix Holdings S.A. a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg n° B 156667;
|
|
Intelsat Subsidiary Holding Company S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B149.894;
|
|
Intelsat Operations S.A., a société anonyme under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B156669;
|
|
Intelsat (Luxembourg) Finance Company S.à r.l, a société à responsabilité limitée under the laws of Luxembourg with registered office at 4, rue Albert Borschette, L-1246 Luxembourg and registered at the RCS under number RCS Luxembourg B117.304;
|
The Debtor
|
[]
By: ____________________________
|
Name:
|
The Pledgors:
|
|
Intelsat Jackson Holdings S.A.
|
By: /s/ Flavien Bachabi
|
Name: Flavien Bachabi
|
Title: Director and Secretary
|
|
Intelsat Intermediate Holding Company S.A.
|
By: /s/ Flavien Bachabi
|
Name: Flavien Bachabi
|
Title: Director and Secretary
|
|
Intelsat Phoenix Holdings S.A.
|
By: /s/ Flavien Bachabi
|
Name: Flavien Bachabi
|
Title: Director
|
|
Intelsat Subsidiary Holding Company S.A.
|
By: /s/ Flavien Bachabi
|
Name: Flavien Bachabi
|
Title: Director and Secretary
|
|
Intelsat Operations S.A.
|
By: /s/ Flavien Bachabi
|
Name: Flavien Bachabi
|
Title: Director
|
|
Intelsat (Luxembourg) Finance Company S.à r.l.
|
By: /s/ Flavien Bachabi
|
Name: Flavien Bachabi
|
Title: Manager
|
|
The Pledgee:
|
Wilmington Trust FSB, as Pledgee
|
By: /s/ James A. Hanley By: /s/ David A. Vanaskey, Jr.
|
Name:James A. HanleyName: David A. Vanaskey, Jr.
|
Title:Vice PresidentTitle: Vice President
|
FOR ACKNOWLEDGEMENT AND ACCEPTANCE
The Debtors
|
Intelsat Global S.A.
By: /s/ David P. McGlade
Name: David P. McGlade
Title: Chief Executive Officer
|
Intelsat Global Subsidiary S.A.
By: /s/ David P. McGlade
Name: David P. McGlade
Title: Chief Executive Officer
|
Intelsat Holdings S.A.
By: /s/ David P. McGlade
Name: David P. McGlade
Title: Chief Executive Officer
|
Intelsat S.A.
By: /s/ David P. McGlade
Name: David P. McGlade
Title: Chief Executive Officer
|
Intelsat (Luxembourg) S.A.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Director and Secretary
|
Intelsat Jackson Holdings S.A.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Director and Secretary
|
Intelsat Intermediate Holding Company S.A.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Director and Secretary
|
Intelsat Phoenix Holdings S.A.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Director
|
Intelsat Subsidiary Holding Company S.A.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Director and Secretary
|
Intelsat Operations S.A.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Director
|
Intelsat (Luxembourg) Finance Company S.à r.l.
By: /s/ Flavien Bachabi
Name: Flavien Bachabi
Title: Manager
|
(1)
|
The Pledgors set forth in Schedule 1 (together the “Pledgors” and each a “Pledgor”);
|
(2)
|
Intelsat Ventures S.à r.l., a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and in the process of being registered with the RCS in Luxembourg (“Intelsat Ventures”);
|
(3)
|
Intelsat Alliance LP, a limited partnership incorporated under the laws of Delaware, having its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America, acting through its general partner Intelsat Genesis GP LLC, a limited liability company incorporated under the laws of Delaware, having its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America (“Intelsat Alliance”);
|
(4)
|
Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Collateral Trustee for the Secured Parties together with its successors and assigns in such capacity (the “Collateral Trustee” or the “Pledgee”) pursuant to that certain Collateral Agency and Intercreditor Agreement dated as of 12 January 2011 among Intelsat
|
(5)
|
The Companies set forth in Schedule 2 (together the “Companies” and each a “Company”);
|
(A)
|
On 12 January 2011, the Borrower, the Lenders and Bank of America, N.A. as Administrative Agent, and other agent parties party thereto, entered into the Credit Agreement.
|
(B)
|
In relation to the Credit Agreement, a Luxembourg law pledge over shares and beneficiary certificates agreement has been entered into on 12 January 2011 by the Collateral Trustee as pledgee, and inter alia Intelsat Luxembourg and Jackson as pledgors, and inter alia Jackson and Intelsat Operations S.A. as companies; such agreement was thereafter amended by (i) the Luxembourg law agreement dated 31 July 2012 between the Collateral Trustee as pledgee, and inter alia Jackson, Intelsat (Luxembourg) S.A., and Intelsat Corporation for inter alia the adherence by Intelsat Luxembourg Investment S.àr.l. and Intelsat Corporation to the Pledge Agreement, (ii) the Luxembourg law agreement dated 31 January 2013 between the Collateral Trustee as pledgee, and inter alia Jackson, Intelsat (Luxembourg) S.A. and Intelsat Corporation for inter alia the adherence by Intelsat Align to the Pledge Agreement, (iii) the Luxembourg law agreement dated 23 March 2016 between the Collateral Trustee as pledgee, and inter alia Intelsat Operations S.A., Jackson, Intelsat (Luxembourg) S.A., Intelsat Align and Intelsat Corporation providing for Intelsat Operations S.A. to become a pledgor under the Pledge Agreement, (iv) the Luxembourg law Confirmation and Amendment Agreement to the Pledge Agreement referred to below and (v) the Luxembourg law agreement dated 22 December 2016 between the Collateral Trustee as pledgee and inter alia, Jackson, Intelsat (Luxembourg) S.A. and Intelsat Corporation for the adherence by Intelsat Connect Finance S.A. to the Pledge Agreement (as amended from time to time, the “Pledge Agreement”).
|
(C)
|
On 24 October 2016, the Pledgors (other than Intelsat Connect Finance S.A., not yet been incorporated at that time), the Collateral Trustee and the Companies entered into a Confirmation and Amendment Agreement to the Pledge Agreement (as defined below) pursuant to which the parties thereto agreed to inter alia (i) amend the definition of “Secured Obligations” in the Pledge Agreement so that it covers “the Credit Facility Obligations and, without duplication, the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2024 Indenture) in relation to the 2024 Notes and the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2022 Indenture) in relation to the 2022 Notes, any obligations of the Issuer and the Guarantors under any additional notes issued under the 2024 Indenture and the 2022 Indenture, and any other Secured Obligations as defined in the Pledge Agreement to the extent not included in the foregoing” and (ii) confirm that the Pledged Assets (as defined in the Pledge Agreement) pledged pursuant to the relevant Pledge Agreement are and continue to be subject to the relevant Pledge (as defined in the Pledge Agreement), such Pledge securing the Secured Obligations.
|
(D)
|
On 1st November 2017, Intelsat Corporation sold all the 7,090,065 preferred redeemable shares it held in Intelsat Operations S.A. (with the pledge thereon) to Jackson which became the sole shareholder of Intelsat Operations S.A. pursuant to an installment sale agreement entered into by and between Jackson as buyer and Intelsat Corporation as seller (the “Sale”). As a consequence, Intelsat Corporation (which converted to Intelsat US LLC on or about the date hereof) is no longer a party to the Pledge Agreement.
|
(E)
|
On 3 January 2018, Intelsat Operations S.A. was merged into Jackson (the “Merger”). Hence, Intelsat Operations S.A., as absorbed company, ceased to exist and all of its assets and liabilities were ipso jure transferred to Jackson which became the new sole shareholder of Intelsat Align. As a consequence, Intelsat Operations S.A. is no longer party to the Pledge Agreement.
|
(F)
|
Intelsat Ventures is a wholly-owned subsidiary of Jackson and all the 15,000 shares in issue in Intelsat Ventures are held by Jackson (the “New Shares”). The New Shares shall be pledged by Jackson to the Pledgee pursuant to the Pledge Agreement
|
(G)
|
Jackson intends to contribute all the 15,000 shares it holds in its wholly-owned subsidiary Intelsat Ventures to Intelsat Alliance (the “Contribution”). Therefore, Intelsat Alliance shall adhere and become party to the Pledge Agreement as “Pledgor”.
|
Clause 1.
|
DEFINITIONS AND INTERPRETATION
|
1.
|
Capitalized terms used herein as defined terms shall have the meaning given thereto in the Pledge Agreement and/or the Credit Agreement, unless otherwise defined in the present Agreement, and:
|
Confirmation and Amendment Agreement to the Pledge Agreement
|
Means the Luxembourg law confirmation and amendment agreement to the Pledge Agreement dated 24 October 2016 entered into by and between the Collateral Trustee as pledgee, Intelsat (Luxembourg) S.A., Jackson, Intelsat Operations S.A. and Intelsat Corporation as pledgors as well as Jackson, Intelsat Operations S.A. and Intelsat Align as companies;
|
Intelsat Align
|
Means Intelsat Align S.à r.l., a société a responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892;
|
Jackson or the Borrower
|
Means Intelsat Jackson Holdings S.A., a société anonyme existing under the laws of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
|
RCS
|
Means the Registre de Commerce et des Sociétés of Luxembourg.
|
2.
|
The recitals and Schedules to this Agreement form an integral part hereof.
|
3.
|
The Pledgee shall not be responsible for the sufficiency of any terms used herein or any of the reorganization transactions as set out in the recitals of this Agreement and is entering into this
|
Clause 2.
|
RELEASE INTELSAT US LLC (formerly INTELSAT CORPORATION)
|
Clause 3.
|
ADHERENCE, PLEDGE ON NEW SHARES
|
3.1.
|
Intelsat Ventures hereby becomes a party to the Pledge Agreement as “Pledgor” and as “Company” (as defined in the Pledge Agreement).
|
1.
|
Jackson, in its capacity of sole shareholder of Intelsat Ventures pledges and confirms the pledge as from the date it became the sole shareholder of Intelsat Ventures on all shares of Intelsat Ventures held by it (now or in the future) as Pledged Shares and Related Assets relating thereto pursuant to terms and conditions of the Pledge Agreement and the Pledgee acknowledges and accepts such pledge.
|
2.
|
Intelsat Ventures hereby acknowledges the Pledge over the New Shares and Related Assets and undertakes to make due inscription thereof in its register of shareholders. A copy of the register of shareholders showing the inscription of the Pledge shall be delivered by Intelsat Ventures to the Pledgee.
|
3.
|
Intelsat Alliance hereby becomes a party to the Pledge Agreement as “Pledgor”.
|
4.
|
Intelsat Alliance confirms that, on the effectiveness of the Contribution and the transfer of the New Shares (encumbered by the Pledge thereon) by Jackson to Intelsat Alliance, the New Shares and Related Assets pledged pursuant to the Pledge Agreement are and continue to be subject to the relevant Pledge and the Pledgee acknowledges and accepts such pledge.
|
5.
|
Intelsat Ventures hereby acknowledges, on the effectiveness of the Contribution and the transfer of the New Shares (encumbered by the Pledge thereon) by Jackson to Intelsat Alliance, the Pledge over the New Shares and Related Assets and undertakes to make due inscription thereof in its register of shareholders. A copy of the register of shareholders showing the Contribution and the resulting inscription of the Pledge shall be delivered by Intelsat Ventures to the Pledgee.
|
1.
|
AMENDMENT PLEDGE AGREEMENT
|
2.
|
ADDITIONAL PROVISIONS
|
1.
|
The parties hereto agree that Clauses 1.2 and 15 through 19 of the Pledge Agreement are included by way of reference into the present Agreement.
|
2.
|
The representations, warranties and undertakings set out in Clause 7 of the Pledge Agreement are deemed to be repeated by the new Pledgor on the date hereof.
|
3.
|
RIGHTS OF THE COLLATERAL TRUSTEE
|
4.
|
COUNTERPARTS
|
|
Intelsat Connect Finance S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B210.760;
|
|
Intelsat Jackson Holdings S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
|
|
Intelsat US LLC (formerly Intelsat Corporation), a limited liability company incorporated under the laws of Delaware having its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America.
|
|
Intelsat Jackson Holdings S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
|
|
Intelsat Align S.à r.l., a société a responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892.
|
|
Intelsat Connect Finance S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg , Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B210.760;
|
|
Intelsat Jackson Holdings S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
|
|
Intelsat Ventures S.à r.l., a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and in the process of being registered with the RCS in Luxembourg;
|
|
Intelsat Alliance LP, a limited partnership incorporated under the laws of Delaware, having its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America, acting through its general partner Intelsat Genesis GP LLC, a limited liability company incorporated under the laws of Delaware, having its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America.
|
|
Intelsat Jackson Holdings S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
|
|
Intelsat Align S.à r.l., a société a responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892;
|
|
Intelsat Ventures S.à r.l., a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg and in the process of being registered with the RCS in Luxembourg.
|
The Pledgors:
|
Intelsat Connect Finance S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
|
Intelsat Jackson Holdings S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
|
Intelsat Ventures S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
Intelsat Alliance LP
acting through its general partner Intelsat Genesis GP LLC
|
By: /s/ Sajid Ajmeri
|
Name: Sajid Ajmeri
|
Title: VP, Corporate & Securities & Assistant Secretary
|
Intelsat US LLC (formerly Intelsat Corporation)
|
By: /s/ Sajid Ajmeri
|
Name: Sajid Ajmeri
|
Title: VP, Corporate & Securities & Assistant Secretary
|
The Pledgee:
|
Wilmington Trust, National Association, as Collateral Trustee
|
By: /s/ Joshua G. James
|
Name:Joshua G. James
|
Title:Vice President
|
The Companies:
|
Intelsat Jackson Holdings S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
|
Intelsat Align S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
Intelsat Ventures S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
(1)
|
The Pledgors set forth in Schedule 1 (together the “Pledgors” and each a “Pledgor”);
|
(2)
|
Intelsat Connect Finance S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B210.760 (“Intelsat Connect”);
|
(3)
|
Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Collateral Trustee for the Secured Parties together with its successors and assigns in such capacity (the “Collateral Trustee” or the “Pledgee”) pursuant to that certain Collateral Agency and Intercreditor Agreement dated as of 12 January 2011 among Intelsat (Luxembourg) S.A., Intelsat Jackson Holdings S.A., the other Grantors from time to time party thereto, Bank of America, N.A., each additional First Lien Representative, each Second Lien Representative and the Collateral Trustee (as amended from time to time, the “Intercreditor Agreement”);
|
(4)
|
The Existing Debtors set forth in Schedule 2 (together the “Existing Debtors” and each a “Debtor”);
|
(A)
|
On 12 January 2011, the Borrower, the Lenders and Bank of America, N.A. as Administrative Agent, and other agent parties party thereto, entered into the Credit Agreement.
|
(B)
|
In relation to the Credit Agreement, a Luxembourg claims pledge agreement has been entered into on 12 January 2011 by the Collateral Trustee as pledgee, and inter alia Jackson and Intelsat Operations as pledgors and in the presence of inter alia Intelsat Holdings S.A., Intelsat Investments S.A., Intelsat Luxembourg, Jackson and Intelsat Operations S.A. as debtors over the claims owed by any of the Debtors to any of the Pledgors (as defined therein); such agreement was thereafter amended by (i) the Luxembourg law agreement dated 31 July 2012 between the Collateral Trustee as pledgee, Jackson and Intelsat Operations S.A. as pledgors for inter alia the adherence by Intelsat Luxembourg Investment S.àr.l. to the Pledge Agreement, (ii) the Luxembourg law agreement dated 31 January 2013 between inter alia the Collateral Trustee as pledgee, Jackson, Intelsat Operations S.A. and Intelsat Align S.à r.l. as pledgors for inter alia the adherence by Intelsat Align S.à r.l. to the Pledge Agreement and (iii) by the Luxembourg law Confirmation and Amendment Agreement to the Pledge Agreement referred to below, (as amended from time to time, the “Pledge Agreement”).
|
(C)
|
On 24 October 2016, the Pledgors, the Collateral Trustee and the Debtors entered into a Confirmation and Amendment Agreement to the Pledge Agreement (as defined below) pursuant to which the parties to the Pledge Agreement agreed to inter alia (i) amend the definition of “Secured Obligations” in the Pledge Agreement so that it covers “the Credit Facility Obligations and, without duplication, the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2024 Indenture) in relation to the 2024 Notes and the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2022 Indenture) in relation to the 2022 Notes, any obligations of the Issuer and the Guarantors under any additional notes issued under the 2024 Indenture and the 2022 Indenture, and any other Secured Obligations as defined in the Pledge Agreement to the extent not included in the foregoing” and (ii) confirm that the Pledged Assets pledged pursuant to the relevant Pledge Agreement are and continue to be subject to the relevant Pledge, such Pledge securing the Secured Obligations.
|
(D)
|
Intelsat Connect, a direct wholly-owned subsidiary of Intelsat Luxembourg, has been incorporated on 22 November 2016.
|
(E)
|
Intelsat Connect wishes to adhere and become a party to the Pledge Agreement as “Debtor” (as defined therein).
|
Clause 1.
|
DEFINITIONS AND INTERPRETATION
|
1.
|
Capitalized terms used herein as defined terms shall have the meaning given thereto in the Pledge Agreement and/or the Credit Agreement, unless otherwise defined in the present Agreement, and:
|
Confirmation and Amendment Agreement to the Pledge Agreement
|
Means the Luxembourg law confirmation and amendment agreement to the Pledge Agreement dated 24 October 2016 entered into by and between the Collateral Trustee as pledgee, Jackson, Intelsat Operations S.A. and Intelsat Align S.àr.l. as pledgors as well as Intelsat S.A., Intelsat Investment Holdings S.à r.l., Intelsat Holdings S.A., Intelsat Investments S.A., Intelsat Luxembourg, Jackson, Intelsat Operations S.A. and Intelsat Align S.à .rl. as debtors;
|
Intelsat Luxembourg
|
Means Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.942;
|
Jackson or the Borrower
|
Means Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.959;
|
RCS
|
Means the Registre de Commerce et des Sociétés of Luxembourg.
|
2.
|
The recitals and Schedules to this Agreement form an integral part hereof.
|
3.
|
The Pledgee shall not be responsible for the sufficiency of any terms used herein or any of the reorganization transactions as set out in the recitals of this Agreement and is entering into this
|
Clause 2.
|
ADHERENCE AS DEBTOR
|
1.
|
Intelsat Connect hereby becomes a party to the Pledge Agreement as “Debtor”.
|
Clause 3.
|
AMENDMENT PLEDGE AGREEMENT
|
1.
|
The parties agree that the Pledge Agreement shall be amended so that the list of Debtors is updated and consequentially schedule 2 thereto is amended and replaced by Schedule 3 of this Agreement.
|
Clause 4.
|
ADDITIONAL PROVISIONS
|
Clause 5.
|
RIGHTS OF THE COLLATERAL TRUSTEE
|
Clause 6.
|
COUNTERPARTS
|
|
Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
|
|
Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B156.669;
|
|
Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892.
|
|
Intelsat S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B162.135;
|
|
Intelsat Investment Holdings S.àr.l., a société a responsabilité limitée under Luxembourg law having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number B 162.240;
|
|
Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.954;
|
|
Intelsat Investments S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.970;
|
|
Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.942;
|
|
Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and registered with the RCS under number RCS Luxembourg B149.959;
|
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Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and registered with the RCS under number RCS Luxembourg B156.669;
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Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892.
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Intelsat S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B162.135;
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Intelsat Investment Holdings S.àr.l., a société a responsabilité limitée under Luxembourg law having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number B 162.240;
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Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.954;
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Intelsat Investments S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.970;
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Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.942;
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Intelsat Connect Finance S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B210.760;
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Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and registered with the RCS under number RCS Luxembourg B149.959;
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Intelsat Operations S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and registered with the RCS under number RCS Luxembourg B156.669;
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Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892.
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The Pledgors:
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Intelsat Jackson Holdings S.A.
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By: _/s/Jacques Kerrest________________
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Name: Jacques Kerrest
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Title: Director
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Intelsat Operations S.A.
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By: _/s/Jacques Kerrest________________
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Name: Jacques Kerrest
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Title: Director
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Intelsat Align S.à r.l.
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By: _/s/Franz Russ __________________
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Name: Franz Russ
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Title: Manager
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The Pledgee:
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Wilmington Trust, National Association, as Collateral Trustee
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By: _/s/ Joshua G. James______________
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Name:Joshua G. James
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Title:Vice President
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Intelsat Connect Finance S.A.
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By: _/s/Jacques Kerrest________________
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Name: Jacques Kerrest
|
Title: Director
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The Existing Debtors
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Intelsat S.A.
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By: _/s/Stephen Spengler______________
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Name: Stephen Spengler
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Title: Director
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Intelsat Investment Holdings S.à r.l.
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By: _/s/Jacques Kerrest________________
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Name: Jacques Kerrest
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Title: Manager
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Intelsat Holdings S.A.
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By: _/s/Jacques Kerrest________________
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Name: Jacques Kerrest
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Title: Director
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Intelsat Investments S.A.
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By: _/s/Franz Russ________________
|
Name: Franz Russ
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Title: Directors
|
Intelsat (Luxembourg) S.A.
|
By: _/s/Jacques Kerrest____________
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Name: Jacques Kerrest
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Title: Director
|
Intelsat Jackson Holdings S.A.
|
By: _/s/Jacques Kerrest __________
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Name: Jacques Kerrest
|
Title: Director
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Intelsat Operations S.A.
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By: _/s/Franz Russ ______________
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Name: Franz Russ
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Title: Director
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Intelsat Align S.à r.l.
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By: _/s/Franz Russ______________
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Name: Franz Russ
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Title: Manager
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(1)
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The Pledgors set forth in Schedule 1 (together the “Pledgors” and each a “Pledgor”);
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(2)
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Intelsat Ventures S.à r.l., a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and in the process of being registered with the RCS in Luxembourg (“Intelsat Ventures”);
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(3)
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Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Collateral Trustee for the Secured Parties together with its successors and assigns in such capacity (the “Collateral Trustee” or the “Pledgee”) pursuant to that certain Collateral Agency and Intercreditor Agreement dated as of 12 January 2011 among Intelsat (Luxembourg) S.A., Intelsat Jackson Holdings S.A., the other Grantors from time to time party thereto, Bank of America,
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(4)
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The Debtors set forth in Schedule 2 (together the “Debtors” and each a “Debtor”);
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(A)
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On 12 January 2011, the Borrower, the Lenders and Bank of America, N.A. as Administrative Agent, and other agent parties party thereto, entered into the Credit Agreement.
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(B)
|
In relation to the Credit Agreement, a Luxembourg claims pledge agreement has been entered into on 12 January 2011 by the Collateral Trustee as pledgee, and inter alia Jackson and Intelsat Operations as pledgors and in the presence of inter alia Intelsat Holdings S.A., Intelsat Investments S.A., Intelsat Luxembourg, Jackson and Intelsat Operations S.A. as debtors over the claims owed by any of the Debtors to any of the Pledgors (as defined therein); such agreement was thereafter amended by (i) the Luxembourg law agreement dated 31 July 2012 between the Collateral Trustee as pledgee, Jackson and Intelsat Operations S.A. as pledgors for inter alia the adherence by Intelsat Luxembourg Investment S.àr.l. to the Pledge Agreement, (ii) the Luxembourg law agreement dated 31 January 2013 between inter alia the Collateral Trustee as pledgee, Jackson, Intelsat Operations S.A. and Intelsat Align as pledgors for inter alia the adherence by Intelsat Align to the Pledge Agreement, (iii) the Luxembourg law Confirmation and Amendment Agreement to the Pledge Agreement referred to below and (iv) the Luxembourg law agreement dated 22 December 2016 between inter alia the Collateral Trustee as pledgee, Jackson, Intelsat Operations S.A. and Intelsat Align as pledgors for the adherence by Intelsat Connect Finance S.A. to the Pledge Agreement (as amended from time to time, the “Pledge Agreement”).
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(C)
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On 24 October 2016, the Pledgors, the Collateral Trustee and the Debtors (other than Intelsat Connect Finance S.A., not yet incorporated at that time) entered into a Confirmation and Amendment Agreement to the Pledge Agreement (as defined below) pursuant to which the parties to the Pledge Agreement agreed to inter alia (i) amend the definition of “Secured Obligations” in the Pledge Agreement so that it covers “the Credit Facility Obligations and, without duplication, the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2024 Indenture) in relation to the 2024 Notes and the guarantees by the Issuer and the Guarantors of all Notes Obligations (as defined in the 2022 Indenture) in relation to the 2022 Notes, any obligations of the Issuer and the Guarantors under any additional notes issued under the 2024 Indenture and the 2022 Indenture, and any other Secured Obligations as defined in the Pledge Agreement to the extent not included in the foregoing” and (ii) confirm that the Pledged Assets pledged pursuant to the relevant Pledge Agreement are and continue to be subject to the relevant Pledge, such Pledge securing the Secured Obligations.
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(D)
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On 3 January 2018, Intelsat Operations S.A. was merged into Jackson (the “Merger”). Hence, Intelsat Operations S.A., as absorbed company, ceased to exist and all of its assets and liabilities were ipso jure transferred to Jackson which became the new sole shareholder of Intelsat Align. As a consequence, Intelsat Operations S.A. is no longer party to the Pledge Agreement.
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(E)
|
Intelsat Ventures S.à r.l., a direct wholly-owned subsidiary of Jackson, has been incorporated on 29 June 2018 and shall become party to the Pledge Agreement as “Pledgor” and as “Debtor”.
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Clause 1.
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DEFINITIONS AND INTERPRETATION
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1.
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Capitalized terms used herein as defined terms shall have the meaning given thereto in the Pledge Agreement and/or the Credit Agreement, unless otherwise defined in the present Agreement, and:
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Confirmation and Amendment Agreement to the Pledge Agreement
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Means the Luxembourg law confirmation and amendment agreement to the Pledge Agreement dated 24 October 2016 entered into by and between the Collateral Trustee as pledgee, Jackson, Intelsat Operations S.A. and Intelsat Align S.àr.l. as pledgors as well as Intelsat S.A., Intelsat Investment Holdings S.à r.l., Intelsat Holdings S.A., Intelsat Investments S.A., Intelsat (Luxembourg) S.A., Jackson, Intelsat Operations S.A. and Intelsat Align as debtors;
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Jackson or the Borrower
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Means Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.959;
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RCS
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Means the Registre de Commerce et des Sociétés of Luxembourg.
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2.
|
The recitals and Schedules to this Agreement form an integral part hereof.
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3.
|
The Pledgee shall not be responsible for the sufficiency of any terms used herein or any of the reorganization transactions as set out in the recitals of this Agreement and is entering into this
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Clause 2.
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ADHERENCE AS PLEDGOR AND AS DEBTOR
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1.
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Intelsat Ventures S.à r.l. hereby becomes a party to the Pledge Agreement as “Pledgor” and as “Debtor”.
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2.
|
Intelsat Ventures S.à r.l. pledges, and confirms the pledge, on all Pledged Assets, including all Claims and all Related Assets relating thereto which it holds or will hold in the future pursuant to the terms and conditions of the Pledge Agreement, and the Pledgee acknowledges and accepts.
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Clause 3.
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AMENDMENT PLEDGE AGREEMENT
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Clause 4.
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ADDITIONAL PROVISIONS
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Clause 5.
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RIGHTS OF THE COLLATERAL TRUSTEE
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Clause 6.
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COUNTERPARTS
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Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
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Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892.
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Intelsat S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B162.135;
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Intelsat Investment Holdings S.àr.l., a société a responsabilité limitée under Luxembourg law having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number B 162.240;
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Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.954;
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Intelsat Investments S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.970;
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Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.942;
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Intelsat Connect Finance S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B210.760;
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Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and registered with the RCS under number RCS Luxembourg B149.959;
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Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg, having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892.
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Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B149.959;
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Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892;
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Intelsat Ventures S.à r.l., a société à responsabilité limitée under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and in the process of being registered with the RCS in Luxembourg.
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Intelsat S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B162.135;
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Intelsat Investment Holdings S.àr.l., a société a responsabilité limitée under Luxembourg law having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number B 162.240;
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Intelsat Holdings S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.954;
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Intelsat Investments S.A. a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.970;
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Intelsat (Luxembourg) S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and being registered with the RCS under number RCS Luxembourg B149.942;
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Intelsat Connect Finance S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B210.760;
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|
Intelsat Jackson Holdings S.A., a société anonyme under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg, and registered with the RCS under number RCS Luxembourg B149.959;
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|
Intelsat Align S.à r.l., a société a responsabilité limitée under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and being registered with the RCS under number RCS Luxembourg B174.892;
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|
Intelsat Ventures S.à r.l., a société à responsabilité limitée under the laws of Luxembourg having its registered office at 4, rue Albert Borschette, L-1246 Luxembourg and in the process of being registered with the RCS in Luxembourg.
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The Pledgors:
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Intelsat Jackson Holdings S.A.
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By: /s/ Franz Russ
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Name: Franz Russ
|
Title: Director
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Intelsat Align S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
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Intelsat Ventures S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
The Pledgee:
|
Wilmington Trust, National Association, as Collateral Trustee
|
By: /s/ Joshua G. James
|
Name:Joshua G. James
|
Title:Vice President
|
Intelsat Ventures S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
The Existing Debtors
|
Intelsat S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
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Intelsat Investment Holdings S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
Intelsat Holdings S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
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Intelsat Investments S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
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Intelsat (Luxembourg) S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
|
Intelsat Connect Finance S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
|
Intelsat Jackson Holdings S.A.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Director
|
Intelsat Align S.à r.l.
|
By: /s/ Franz Russ
|
Name: Franz Russ
|
Title: Manager
|
Pledgor
|
Issuer
|
Type of Shares
|
Percentage Owned
|
Intelsat US Finance LLC
|
Intelsat US LLC
|
Membership Interest
|
100%
|
1.
|
Section 3(a) of the Employment Agreement is amended and restated in its entirety, as follows:
|
2.
|
As amended and modified by this Amendment, the Employment Agreement shall remain in full force and effect.
|
3.
|
If there is any conflict between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail.
|
(1)
|
any material reduction in the Executive’s responsibilities, title or duties which represents a material and adverse change with respect to the Executive’s responsibilities, title or duties as in effect
|
(2)
|
the assignment to the Executive of duties that are inconsistent with, or that materially impair his ability to perform, the duties of his position hereunder;
|
(3)
|
any reduction in Executive’s Base Salary or target Annual Bonus opportunity, unless the same or greater percentage reduction is applied to other similarly situated senior executives of the Company;
|
(4)
|
any failure of the Company to comply with any material provision of this Agreement; or
|
(5)
|
the relocation of the Executive’s Principal Place of Employment to a location that increases by 50 miles the Executive’s one-way commute from his residence.
|
If to the Company:
|
Intelsat US LLC
7900 Tysons One Place McLean, VA Attn: General Counsel |
1)
|
Separation Benefits
|
a)
|
Separation Date and Final Paycheck.
|
i)
|
Employee’s employment with Intelsat is terminated effective DATE (the “Separation Date”), and Employee shall be deemed to have relinquished any and all titles, positions and appointments with the Company or any of its affiliates, whether as an officer, director, employee, consultant, agent, trustee or otherwise. Employee agrees to execute such documents promptly as may be requested by the Company to evidence his separation from employment and cessation of service on the Separation Date.
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ii)
|
Effective as of the Separation Date, Employee shall have no authority to act on behalf of any member of the Company or its affiliates, and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company or its affiliates, commit Company or its affiliates in any manner or otherwise act in an executive or other decision-making capacity with respect to Company or its affiliates.
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iii)
|
The Employee received normal compensation up to and including the Separation Date, including a lump sum payment for all earned but unused vacation, less all required tax withholdings and other authorized deductions.
|
b)
|
Severance Pay. On the next regular payday that is at least fourteen days after Human Resources receives the Agreement executed by the Employee, and provided all Company property has been returned, Intelsat will pay to Employee a lump-sum amount of severance pay in the amount of ___ times the sum of Employee’s base salary and target
|
c)
|
Continued Coverage Under Group Health Plans. Employee shall be entitled to elect to continue coverage under each of the Company’s group health plans in which he was enrolled as of the Separation Date, consistent with the status and level of coverage that was in place as of the Separation Date, in accordance with the requirements of the Consolidate Omnibus Budget Reconciliation Act of 1985 and its relevant regulations (“COBRA”). Intelsat will provide continued participation in such group health plan(s) to the Employee through the last day of the month of his Separation Date, i.e., [DATE]. If the Employee timely elects to continue coverage under COBRA, the employee shall be solely responsible for paying the full amount of all premiums that are chargeable in connection with such coverage, subject to all requirements of COBRA.
|
d)
|
Outplacement Services. Intelsat will arrange to provide reasonable outplacement services, including counseling and guidance, to assist the Employee in securing subsequent employment.
|
e)
|
Except as set forth in this Agreement or as required by federal, state or local law, Employee shall not be entitled to any additional benefits relating to Employee’s separation of employment; provided, however, that this Agreement does not affect or impair Employee’s rights to any vested and accrued benefits under any Intelsat retirement plan.
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2)
|
Release.
|
a)
|
Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors (the “Releasors”), and each of them, hereby covenants not to sue and fully releases, acquits, and discharges Intelsat, and its parent, subsidiaries, affiliates, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Intelsat Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Intelsat Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with Intelsat or Employee’s separation from employment with Intelsat, except with respect to those benefits set forth in Paragraph 1 of this Agreement.
|
b)
|
In furtherance of the agreements set forth above, Employee hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law
|
c)
|
Employee represents and acknowledges that none of the Releasors have filed any complaint, charge, claim or proceeding, against any of the Intelsat Releasees before any local, state or federal agency, court or other body (each individually, an “Action”). Employee represents that he is not aware of any basis on which such an Action could reasonably be instituted. Employee further acknowledges and agrees that (i) he will not initiate or cause to be initiated on her behalf any Action and will not participate in any Action, in each case, except as required by law, and (ii) he waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Action, including any Action conducted by the Equal Employment Opportunity Commission. It is understood by the parties that Employee shall not be precluded by this Release from filing a charge with any relevant Federal, state or local administrative agency, but Employee agrees to waive her rights with respect to any monetary or other financial relief arising from any such administrative proceeding. Employee understands that, by executing this Release, Employee will be limiting the availability of certain remedies that he may have against the Intelsat Releasees and limiting also the ability of Employee to pursue certain claims against the Intelsat Releasees.
|
d)
|
The Company’s offer to Employee of this Agreement and the payments and benefits set forth herein are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company.
|
3)
|
Time to Consider Agreement. Employee may take twenty-one (21) days from the date this Release is presented to Employee to consider whether to execute this Release, and may wish to consult with an attorney prior to execution of this Release. Employee, by signing this Agreement, specially acknowledges that he is waiving her right to pursue any claims under federal, state or local discrimination laws, including the Age Discrimination in Employment Act, 29 U.S.C. Section 626 et seq., which have arisen prior to the execution of this Release. This release shall become final and irrevocable upon execution by the Employee, except that if Employee is age 40 or older, Employee may revoke the Release at any time during the seven (7) day period following Employee’s execution of the Release, after which time it shall be final and irrevocable. Employee is specifically agreeing to the terms of this Release because the Company has agreed to pay Employee money and other benefits to which Employee was not otherwise entitled under the Company’s policies or Employment Agreement (in the absence of providing this Release). Employee acknowledges that even if this Release is cancelled or revoked by him, the provisions of Paragraph 1(a) hereof shall remain in full force and effect.
|
4)
|
Restrictive Covenants Intact. Employee hereby acknowledges the continuing validity and enforceability of the terms of the Conflict of Interest and Confidentiality Agreement, the non-competition, non-solicitation and confidentiality provisions of the Employment Agreement, and any other confidentiality agreement or restrictive covenant that Employee signed during Employee’s employment with Intelsat (collectively, the “Restrictive Covenants”). Employee hereby affirms his understanding that Employee must remain in compliance with those terms following the Separation Date. In the event that it should be proven in a court of competent jurisdiction that Employee has materially violated any of the terms of any of the Restrictive Covenants and has failed to cure such breach following receipt of written notice of same and a reasonable opportunity to cure, Employee agrees to repay Intelsat, in addition to any other relief or damages to which Intelsat might be entitled, the Separation Benefits described in Paragraph 1(b).
|
5)
|
Nondisparagement, etc. Employee hereby acknowledges the continuing validity and enforceability of the terms of the nondisparagement, cooperation and other surviving provisions of his Employment Agreement.
|
6)
|
Communications. The Company and Employee shall cooperate with respect to communications Employee may have with employees, clients, trade associations, the press, media, analysts, or current or potential debt or equity investors in the Company or its affiliates with respect to the confidential business of the Company and its affiliates, including, but not limited to, communications with respect to the terms, conditions and circumstances of this Agreement.
|
7)
|
References. All inquiries to Intelsat concerning Employee’s employment shall be directed to the head of Human Resources, who shall confirm dates of employment, job title, and, if written consent by the Employee is given, level of compensation of the Employee during Employee’s employment with Intelsat.
|
8)
|
Miscellaneous. This Agreement is governed by the laws of the State of Delaware. If any of the provisions of this Agreement are held to be illegal or unenforceable, the Agreement shall be revised only to the extent necessary to make such provision(s) legal and enforceable.
|
9)
|
Return of Property. Employee agrees that all property belonging to Intelsat has been returned, including, without limitation, property described in Section 8 of the Employment Agreement, all keys, access cards, passwords, access codes, and other information necessary to access any computer or electronic database; all books, files, documents, and electronic media; and all Company property of any kind that Employee has in his possession or control, or that Employee obtained from the Company.
|
10)
|
Entire Agreement. Employee agrees that this Agreement contains and comprises the entire agreement and understanding between Employee and Company regarding Employee’s termination of employment; that there are no additional promises between Employee and the Company other than those contained in this Agreement or any continuing obligations described in Paragraph 4, 5 and 6; and that this Agreement shall not be changed or modified in any way except through a writing that is signed by both the Employee and the Company.
|
(1)
|
any material reduction in the Executive’s responsibilities, title or duties which represents a material and adverse change with respect to the Executive’s responsibilities, title or duties as in effect immediately prior to such change; provided, that, Good Reason shall not exist under this clause (1) or clause (4) below if such material reduction or assignment of duties are a result of the hiring of additional subordinates to fill some of the Executive’s duties and responsibilities;
|
(2)
|
the assignment to the Executive of duties that are inconsistent with, or that materially impair his ability to perform, the duties of his position hereunder;
|
(3)
|
any reduction in Executive’s Base Salary or target Annual Bonus opportunity, unless the same or greater percentage reduction is applied to other similarly situated senior executives of the Company;
|
(4)
|
any failure of the Company to comply with any material provision of this Agreement; or
|
(5)
|
the relocation of the Executive’s Principal Place of Employment to a location that increases by 50 miles the Executive’s one-way commute from his residence.
|
If to the Company:
|
Intelsat Corporation
7900 Tysons One Place McLean, VA Attn: General Counsel |
1)
|
Separation Benefits
|
a)
|
Separation Date and Final Paycheck.
|
i)
|
Employee’s employment with Intelsat is terminated effective DATE (the “Separation Date”), and Employee shall be deemed to have relinquished any and all titles, positions and appointments with the Company or any of its affiliates, whether as an officer, director, employee, consultant, agent, trustee or otherwise. Employee agrees to execute such documents promptly as may be requested by the Company to evidence his separation from employment and cessation of service on the Separation Date.
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ii)
|
Effective as of the Separation Date, Employee shall have no authority to act on behalf of any member of the Company or its affiliates, and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company or its affiliates, commit Company or its affiliates in any manner or otherwise act in an executive or other decision-making capacity with respect to Company or its affiliates.
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iii)
|
The Employee received normal compensation up to and including the Separation Date, including a lump sum payment for all earned but unused vacation, less all required tax withholdings and other authorized deductions.
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b)
|
Severance Pay. On the next regular payday that is at least fourteen days after Human Resources receives the Agreement executed by the Employee, and provided all Company property has been returned, Intelsat will pay to Employee a lump-sum amount of severance pay in the amount of one and one-half times the sum of Employee’s base salary and target annual bonus for the year of termination of employment ($[_______]), less all required tax withholdings and other authorized deductions. Employee acknowledges and agrees that such payments are in full satisfaction of the Severance Amount payable pursuant to the Employment Agreement, dated January 9, 2018, between the Company and Employee (the “Employment Agreement”).
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c)
|
Continued Coverage Under Group Health Plans. Employee shall be entitled to elect to continue coverage under each of the Company’s group health plans in which he was enrolled as of the Separation Date, consistent with the status and level of coverage that was in place as of the Separation Date, in accordance with the requirements of the Consolidate Omnibus Budget Reconciliation Act of 1985 and its relevant regulations (“COBRA”). Intelsat will provide continued participation in such group health plan(s) to the Employee through the last day of the month of his Separation Date, i.e., [DATE]. If the Employee timely elects to continue coverage under COBRA, the employee shall be solely responsible for paying the full amount of all premiums that are chargeable in connection with such coverage, subject to all requirements of COBRA.
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d)
|
Outplacement Services. Intelsat will arrange to provide reasonable outplacement services, including counseling and guidance, to assist the Employee in securing subsequent employment.
|
e)
|
Except as set forth in this Agreement or as required by federal, state or local law, Employee shall not be entitled to any additional benefits relating to Employee’s separation of employment; provided, however, that this Agreement does not affect or impair Employee’s rights to any vested and accrued benefits under any Intelsat retirement plan.
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2)
|
Release.
|
a)
|
Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors (the “Releasors”), and each of them, hereby covenants not to sue and fully releases, acquits, and discharges Intelsat, and its parent, subsidiaries, affiliates, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Intelsat Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Intelsat Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with Intelsat or Employee’s separation from employment with Intelsat, except with respect to those benefits set forth in Paragraph 1 of this Agreement.
|
b)
|
In furtherance of the agreements set forth above, Employee hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Employee acknowledges that he is that he may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Employee now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is Employee’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.
|
c)
|
Employee represents and acknowledges that none of the Releasors have filed any complaint, charge, claim or proceeding, against any of the Intelsat Releasees before any local, state or federal agency, court or other body (each individually, an “Action”). Employee represents that he is not aware of any basis on which such an Action could reasonably be instituted. Employee further acknowledges and agrees that (i) he will not initiate or cause to be initiated on his behalf any Action and will not participate in any Action, in each case, except as required by law, and (ii) he waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Action, including any Action conducted by the Equal Employment Opportunity Commission. It is understood by the parties that Employee shall not be precluded by this Release from filing a charge with any relevant Federal, state or local administrative agency, but Employee agrees to waive his rights with respect to any monetary or other financial relief arising from any such administrative proceeding. Employee understands that, by executing this Release, Employee will be limiting the availability of certain remedies that he may have against the Intelsat Releasees and limiting also the ability of Employee to pursue certain claims against the Intelsat Releasees.
|
d)
|
The Company’s offer to Employee of this Agreement and the payments and benefits set forth herein are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company.
|
3)
|
Time to Consider Agreement. Employee may take twenty-one (21) days from the date this Release is presented to Employee to consider whether to execute this Release, and may wish to consult with an attorney prior to execution of this Release. Employee, by signing this Agreement, specially acknowledges that he is waiving his right to pursue any claims under federal, state or local discrimination laws, including the Age Discrimination in Employment Act, 29 U.S.C. Section 626 et seq., which have arisen prior to the execution of this Release. This release shall become final and irrevocable upon execution by the Employee, except that if Employee is age 40 or older, Employee may revoke the Release at any time during the seven (7) day period following Employee’s execution of the Release, after which time it shall be final and irrevocable. Employee is specifically agreeing to the terms of this Release because the Company has agreed to pay Employee money and other benefits to which Employee was not otherwise entitled under the Company’s policies or Employment Agreement (in the absence of providing this Release). Employee acknowledges that even if this Release is cancelled or revoked by him, the provisions of Paragraph 1(a) hereof shall remain in full force and effect.
|
4)
|
Restrictive Covenants Intact. Employee hereby acknowledges the continuing validity and enforceability of the terms of the Conflict of Interest and Confidentiality Agreement, the non-competition, non-solicitation and confidentiality provisions of the Employment Agreement, and any other confidentiality agreement or restrictive covenant that Employee signed during Employee’s employment with Intelsat (collectively, the “Restrictive Covenants”). Employee hereby affirms his understanding that Employee must remain in compliance with those terms following the Separation Date. In the event that it should be proven in a court of competent jurisdiction that Employee has materially violated any of the terms of any of the Restrictive Covenants and has failed to cure such breach following receipt of written notice of same and a reasonable opportunity to cure, Employee agrees to repay Intelsat, in addition to any other relief or damages to which Intelsat might be entitled, the Separation Benefits described in Paragraph 1(b).
|
5)
|
Nondisparagement, etc. Employee hereby acknowledges the continuing validity and enforceability of the terms of the nondisparagement, cooperation and other surviving provisions of his Employment Agreement.
|
6)
|
Communications. The Company and Employee shall cooperate with respect to communications Employee may have with employees, clients, trade associations, the press, media, analysts, or current or potential debt or equity investors in the Company or its affiliates with respect to the confidential business of the Company and its affiliates, including, but not limited to, communications with respect to the terms, conditions and circumstances of this Agreement.
|
7)
|
References. All inquiries to Intelsat concerning Employee’s employment shall be directed to the head of Human Resources, who shall confirm dates of employment, job title, and, if written consent by the Employee is given, level of compensation of the Employee during Employee’s employment with Intelsat.
|
8)
|
Miscellaneous. This Agreement is governed by the laws of the State of Delaware. If any of the provisions of this Agreement are held to be illegal or unenforceable, the Agreement shall be revised only to the extent necessary to make such provision(s) legal and enforceable.
|
9)
|
Return of Property. Employee agrees that all property belonging to Intelsat has been returned, including, without limitation, property described in Section 8 of the Employment Agreement, all keys, access cards, passwords, access codes, and other information necessary to access any computer or electronic database; all books, files, documents, and electronic media; and all Company property of any kind that Employee has in his possession or control, or that Employee obtained from the Company.
|
10)
|
Entire Agreement. Employee agrees that this Agreement contains and comprises the entire agreement and understanding between Employee and Company regarding Employee’s termination of employment; that there are no additional promises between Employee and the Company other than those contained in this Agreement or any continuing obligations described in Paragraph 4, 5 and 6; and that this Agreement shall not be changed or modified in any way except through a writing that is signed by both the Employee and the Company.
|
1.
|
Effective as of the date of the Conversion, the name of Executive’s employer is Intelsat US LLC, and all references in the Employment Agreement to the Company shall be deemed to refer to Intelsat US LLC.
|
2.
|
As amended and modified by this Amendment, the Employment Agreement shall remain in full force and effect.
|
3.
|
If there is any conflict between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail.
|
1.
|
Effective as of the consummation of the Merger, the Executive’s employment is transferred from Intelsat Management LLC to Intelsat US LLC, and the rights and obligations of Intelsat Management LLC under the Employment Agreement are hereby assigned to Intelsat US LLC. All references in the Employment Agreement to the Company shall be deemed to refer to Intelsat US LLC.
|
2.
|
The effectiveness of this Amendment is subject to the consummation of the Merger.
|
3.
|
As amended and modified by this Amendment, the Employment Agreement shall remain in full force and effect. For the sake of clarity, Executive agrees that the modifications provided in this Amendment shall not give Executive grounds to terminate his employment or the Employment Agreement for Good Reason (as defined in the Employment Agreement).
|
4.
|
If there is any conflict between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail.
|
(1)
|
any material reduction in the Executive’s responsibilities, title or duties which represents a material and adverse change with respect to the Executive’s responsibilities, title or duties as in effect immediately prior to such change; provided, that, Good Reason shall not exist under this clause (1) or clause (4) below if such material reduction or assignment of duties are a result of the hiring of additional subordinates to fill some of the Executive’s duties and responsibilities;
|
(2)
|
the assignment to the Executive of duties that are inconsistent with, or that materially impair his ability to perform, the duties of his position hereunder;
|
(3)
|
any reduction in Executive’s Base Salary or target Annual Bonus opportunity, unless the same or greater percentage reduction is applied to other similarly situated senior executives of the Company;
|
(4)
|
any failure of the Company to comply with any material provision of this Agreement; or
|
(5)
|
the relocation of the Executive’s Principal Place of Employment to a location that increases by 50 miles the Executive’s one-way commute from his residence.
|
If to the Company:
|
Intelsat Corporation
7900 Tysons One Place McLean, Virginia 22102, U.S.A. Attn: General Counsel |
1)
|
Separation Benefits
|
a)
|
Separation Date and Final Paycheck.
|
i)
|
Employee’s employment with Intelsat is terminated effective DATE (the “Separation Date”), and Employee shall be deemed to have relinquished any and all titles, positions and appointments with the Company or any of its affiliates, whether as an officer, director, employee, consultant, agent, trustee or otherwise. Employee agrees to execute such documents promptly as may be requested by the Company to evidence his separation from employment and cessation of service on the Separation Date.
|
ii)
|
Effective as of the Separation Date, Employee shall have no authority to act on behalf of any member of the Company or its affiliates, and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company or its affiliates, commit Company or its affiliates in any manner or otherwise act in an executive or other decision-making capacity with respect to Company or its affiliates.
|
iii)
|
The Employee received normal compensation up to and including the Separation Date, including a lump sum payment for all earned but unused vacation, less all required tax withholdings and other authorized deductions.
|
b)
|
Severance Pay. On the next regular payday that is at least fourteen days after Human Resources receives the Agreement executed by the Employee, and provided all Company property has been returned, Intelsat will pay to Employee a lump-sum amount of severance pay in the amount of one times the sum of Employee’s base salary and target annual bonus for the year of termination of employment ($[_______]), less all required tax withholdings and other authorized deductions. Employee acknowledges and agrees that such payments are in full satisfaction of the Severance Amount payable pursuant to the Employment Agreement, dated March 18, 2013, between the Company and Employee (the “Employment Agreement”).
|
c)
|
Continued Coverage Under Group Health Plans. Employee shall be entitled to elect to continue coverage under each of the Company’s group health plans in which he was enrolled as of the Separation Date, consistent with the status and level of coverage that was in place as of the Separation Date, in accordance with the requirements of the Consolidate Omnibus Budget Reconciliation Act of 1985 and its relevant regulations (“COBRA”). Intelsat will provide continued participation in such group health plan(s) to the Employee through the last day of the month of his Separation Date, i.e., [DATE]. If the Employee timely elects to continue coverage under COBRA, the employee shall be solely responsible for paying the full amount of all premiums that are chargeable in connection with such coverage, subject to all requirements of COBRA.
|
d)
|
Outplacement Services. Intelsat will arrange to provide reasonable outplacement services, including counseling and guidance, to assist the Employee in securing subsequent employment.
|
e)
|
Except as set forth in this Agreement or as required by federal, state or local law, Employee shall not be entitled to any additional benefits relating to Employee’s separation of employment; provided, however, that this Agreement does not affect or impair Employee’s rights to any vested and accrued benefits under any Intelsat retirement plan.
|
2)
|
Release.
|
a)
|
Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors (the “Releasors”), and each of them, hereby covenants not to sue and fully releases, acquits, and discharges Intelsat, and its parent, subsidiaries, affiliates, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Intelsat Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Intelsat Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with Intelsat or Employee’s separation from employment with Intelsat, except with respect to those benefits set forth in Paragraph 1 of this Agreement.
|
b)
|
In furtherance of the agreements set forth above, Employee hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Employee acknowledges that he is that he may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Employee now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is Employee’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.
|
c)
|
Employee represents and acknowledges that none of the Releasors have filed any complaint, charge, claim or proceeding, against any of the Intelsat Releasees before any local, state or federal agency, court or other body (each individually, an “Action”). Employee represents that he is not aware of any basis on which such an Action could reasonably be instituted. Employee further acknowledges and agrees that (i) he will not initiate or cause to be initiated on his behalf any Action and will not participate in any Action, in each case, except as required by law, and (ii) he waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Action, including any Action conducted by the Equal Employment Opportunity Commission. It is understood by the parties that Employee shall not be precluded by this Release from filing a charge with any relevant Federal, state or local administrative agency, but Employee agrees to waive his rights with respect to any monetary or other financial relief arising from any such administrative proceeding. Employee understands that, by executing this Release, Employee will be limiting the availability of certain remedies that he may have against the Intelsat Releasees and limiting also the ability of Employee to pursue certain claims against the Intelsat Releasees.
|
d)
|
The Company’s offer to Employee of this Agreement and the payments and benefits set forth herein are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company.
|
3)
|
Time to Consider Agreement. Employee may take twenty-one (21) days from the date this Release is presented to Employee to consider whether to execute this Release, and may wish to consult with an attorney prior to execution of this Release. Employee, by signing this Agreement, specially acknowledges that he is waiving his right to pursue any claims under federal, state or local discrimination laws, including the Age Discrimination in Employment Act, 29 U.S.C. Section 626 et seq., which have arisen prior to the execution of this Release. This release shall become final and irrevocable upon execution by the Employee, except that if Employee is age 40 or older, Employee may revoke the Release at any time during the seven (7) day period following Employee’s execution of the Release, after which time it shall be final and irrevocable. Employee is specifically agreeing to the terms of this Release because the Company has agreed to pay Employee money and other benefits to which Employee was not otherwise entitled under the Company’s policies or Employment Agreement (in the absence of providing this Release). Employee acknowledges that even if this Release is cancelled or revoked by him, the provisions of Paragraph 1(a) hereof shall remain in full force and effect.
|
4)
|
Restrictive Covenants Intact. Employee hereby acknowledges the continuing validity and enforceability of the terms of the Conflict of Interest and Confidentiality Agreement, the non-competition, non-solicitation and confidentiality provisions of the Employment Agreement, and any other confidentiality agreement or restrictive covenant that Employee signed during Employee’s employment with Intelsat (collectively, the “Restrictive Covenants”). Employee hereby affirms his understanding that Employee must remain in compliance with those terms following the Separation Date. In the event that it should be proven in a court of competent jurisdiction that Employee has materially violated any of the terms of any of the Restrictive Covenants and has failed to cure such breach following receipt of written notice of same and a reasonable opportunity to cure, Employee agrees to repay Intelsat, in addition to any other relief or damages to which Intelsat might be entitled, the Separation Benefits described in Paragraph 1(b).
|
5)
|
Nondisparagement, etc. Employee hereby acknowledges the continuing validity and enforceability of the terms of the nondisparagement, cooperation and other surviving provisions of his Employment Agreement.
|
6)
|
Communications. The Company and Employee shall cooperate with respect to communications Employee may have with employees, clients, trade associations, the press, media, analysts, or current or potential debt or equity investors in the Company or its affiliates with respect to the confidential business of the Company and its affiliates, including, but not limited to, communications with respect to the terms, conditions and circumstances of this Agreement.
|
7)
|
References. All inquiries to Intelsat concerning Employee’s employment shall be directed to the head of Human Resources, who shall confirm dates of employment, job title, and, if written consent by the Employee is given, level of compensation of the Employee during Employee’s employment with Intelsat.
|
8)
|
Miscellaneous. This Agreement is governed by the laws of the State of Delaware. If any of the provisions of this Agreement are held to be illegal or unenforceable, the Agreement shall be revised only to the extent necessary to make such provision(s) legal and enforceable.
|
9)
|
Return of Property. Employee agrees that all property belonging to Intelsat has been returned, including, without limitation, property described in Section 8 of the Employment Agreement, all keys, access cards, passwords, access codes, and other information necessary to access any computer or electronic database; all books, files, documents, and electronic media; and all Company property of any kind that Employee has in his possession or control, or that Employee obtained from the Company.
|
10)
|
Entire Agreement. Employee agrees that this Agreement contains and comprises the entire agreement and understanding between Employee and Company regarding Employee’s termination of employment; that there are no additional promises between Employee and the Company other than those contained in this Agreement or any continuing obligations described in Paragraph 4, 5 and 6; and that this Agreement shall not be changed or modified in any way except through a writing that is signed by both the Employee and the Company.
|
1.
|
The second sentence of Section 4(d)(i) of the Employment Agreement is amended to read as follows:
|
2.
|
Exhibit A regarding benefits will be replaced in its entirety with the attached Exhibit A.
|
3.
|
As amended and modified by this Amendment, the Employment Agreement shall remain in full force and effect.
|
4.
|
If there is any conflict between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail.
|
1.
|
Effective as of the date of the Conversion, the name of Executive’s employer is Intelsat US LLC, and all references in the Employment Agreement to the Company shall be deemed to refer to Intelsat US LLC.
|
2.
|
As amended and modified by this Amendment, the Employment Agreement shall remain in full force and effect.
|
3.
|
If there is any conflict between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail.
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Vesting; Settlement. Except as may otherwise be provided herein, subject to the Participant’s continued service as a director with the Company, all of the RSUs shall vest on [***] (the “Vesting Date”). Upon vesting, the RSUs shall no longer be subject to the transfer restrictions pursuant to Section 9 of the Plan or cancellation pursuant to Section 4 hereof. Each RSU shall be settled within 30 days following the Vesting Date in shares of Common Stock.
|
3.
|
Dividend Equivalents. In the event of any issuance of a cash dividend on the shares of Common Stock (a “Dividend”), the Participant shall be credited, as of the payment date for such Dividend, with an additional number of RSUs (each, an “Additional RSU”) equal to the quotient obtained by dividing (a) the product of (i) the number of RSUs granted pursuant to this Agreement and outstanding as of the record date for such Dividend multiplied by (ii) the amount of the Dividend per share, divided by (b) the Fair Market Value per share on the payment date for such Dividend, such quotient to be rounded to the nearest hundredth. Once credited, each Additional RSU shall be treated as an RSU granted hereunder and shall be subject to all terms and conditions set forth in this Agreement and the Plan.
|
4.
|
Termination of Service.
|
5.
|
Rights as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock underlying the RSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the shares of Common Stock underlying the RSUs and (ii) the Participant’s name shall have been entered as a stockholder of record with respect to such shares of Common Stock on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.
|
6.
|
Change in Control. The RSUs shall become immediately vested as of the effective date of a Change in Control. Each RSU shall be settled within 30 days following such effective date in shares of Common Stock.
|
7.
|
Compliance with Legal Requirements.
|
8.
|
Clawback. Notwithstanding anything to the contrary contained herein, the Committee may cancel the RSU award if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while employed by or providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate, as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the RSUs, the sale or other transfer of the RSUs, or the sale of shares of Common Stock acquired in respect of the RSUs, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the RSUs for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations of the NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the RSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).
|
9.
|
Miscellaneous.
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Vesting; Settlement. Except as may otherwise be provided herein, subject to the Participant’s continued employment with the Company or an Affiliate, one-third of the RSUs shall vest on each of the first three anniversaries of [***] (each such date, a “Vesting Date”). Any fractional RSUs resulting from the application of the vesting schedule shall be aggregated and the RSUs resulting from such aggregation shall vest on the final Vesting Date. Upon vesting, the RSUs shall no longer be subject to cancellation pursuant to Section 4 hereof. Each RSU shall be settled within 30 days following the applicable Vesting Date in shares of Common Stock.
|
3.
|
Dividend Equivalents. In the event of any issuance of a cash dividend on the shares of Common Stock (a “Dividend”), the Participant shall be credited, as of the payment date for such Dividend, with an additional number of RSUs (each, an “Additional RSU”) equal to the quotient obtained by dividing (a) the product of (i) the number of RSUs granted pursuant to this Agreement and outstanding as of the record date for such Dividend multiplied by (ii) the amount of the Dividend per share, divided by (b) the Fair Market Value per share on the payment date for such Dividend, such quotient to be rounded to the nearest hundredth. Once credited, each Additional RSU shall be treated as an RSU granted hereunder and shall be subject to all terms and conditions set forth in this Agreement and the Plan.
|
4.
|
Termination of Employment.
|
5.
|
Rights as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock underlying the RSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the shares of Common Stock underlying the RSUs and (ii) the Participant’s name shall have been entered as a stockholder of record with respect to such shares of Common Stock on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.
|
6.
|
Compliance with Legal Requirements.
|
7.
|
Clawback. Notwithstanding anything to the contrary contained herein, the Committee may cancel the RSU award if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while employed by or providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate, as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the RSUs, the sale or other transfer of the RSUs, or the sale of shares of Common Stock acquired in respect of the RSUs, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the RSUs for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations of the NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the RSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).
|
8.
|
Miscellaneous.
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Vesting; Settlement. Except as may otherwise be provided herein, the PSUs shall vest subject to (A) the attainment of the Performance Goal set forth on Exhibit A for the period beginning on [***] (except as otherwise indicated on Exhibit A) and ending on [***] (the “Performance Period”), and (B) the Participant’s continued employment with the Company or an Affiliate through [***] (the “Vesting Date”). As soon as administratively practicable after the end of the Performance Period, the Committee shall determine the level attained for the Performance Goal, and on the Vesting Date (provided that the Participant remains continuously employed through such date), the Participant shall be entitled to receive that number of PSUs (if any) equal to (x) the applicable percentage of PSUs vested in accordance with Exhibit A (the “Performance Leverage Factor”) multiplied by (y) the Target PSUs (as defined in Exhibit A). Each PSU shall be settled within 30 days following the Vesting Date in shares of Common Stock.
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3.
|
Dividend Equivalents. In the event of any issuance of a cash dividend on the shares of Common Stock (a “Dividend”), the Participant shall be credited, as of the payment date for such Dividend, with an additional number of PSUs (each, an “Additional PSU”) equal to the quotient obtained by dividing (a) the product of (i) the number of PSUs granted pursuant to this Agreement and outstanding as of the record date for such Dividend multiplied by (ii) the amount of the Dividend per share, divided by (b) the Fair Market Value per share on the payment date for such Dividend, such quotient to be rounded to the nearest hundredth. Once credited, each Additional PSU shall be treated as a PSU granted hereunder and shall be subject to all terms and conditions set forth in this Agreement and the Plan.
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4.
|
Termination of Employment.
|
5.
|
Rights as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock underlying the PSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the shares of Common Stock underlying the PSUs and (ii) the Participant’s name shall have been entered as a stockholder of record with respect to such shares of Common Stock on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.
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6.
|
Change in Control. If a Change in Control occurs and the Participant’s employment with the Company and its Affiliates is thereafter terminated prior to the Vesting Date (A) by the Company or its Affiliate without Cause, (B) by the Participant for Good Reason (as defined in the Participant’s employment agreement with the Company or the Affiliate as in effect on the date of such termination), (C) due to the Participant’s death or (D) by the Company or its Affiliate due to Disability, the Participant shall receive a number of PSUs equal to the Target PSUs. Each PSU shall be settled within 30 days following the effective date of such termination in shares of Common Stock.
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7.
|
Compliance with Legal Requirements.
|
8.
|
Clawback. Notwithstanding anything to the contrary contained herein, the Committee may cancel the PSU award if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while employed by or providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate, as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the PSUs, the sale or other transfer of the PSUs, or the sale of shares of Common Stock acquired in respect of the PSUs, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the PSUs for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations of the NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the PSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).
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9.
|
Miscellaneous.
|
1.
|
Capitalized Terms. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan.
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2.
|
Grant.
|
(a)
|
General. As of the date hereof, the Option represents the grant to the Employee of an option to purchase any part or all of an aggregate of 1,609,990.00 Company Common Shares. The Employee acknowledges that the Option will be subject to the terms and conditions set forth in this Agreement and the Plan, including, without limitation, Section 6 of the Plan.
|
(b)
|
Exercise Price. The purchase price of the Shares covered by the Option shall be U.S. $18.00 per Share (the “Exercise Price”) (without commission or other charge).
|
(c)
|
Term. Unless earlier terminated pursuant to the terms of this Agreement, the Option shall expire on February 4, 2018, and the Employee shall thereafter cease to have any rights in respect thereof.
|
3.
|
Equity Plan. The Option and this Agreement shall be subject to the terms of the Plan, to the extent the terms of such Plan are not inconsistent with the terms of this Agreement. In the event of any inconsistency between the terms of the Plan and the terms of this Agreement, this Agreement shall govern.
|
4.
|
Vesting. The Option shall be fully vested and exercisable as to 1,609,990.00 Company Common Shares on the Grant Date.
|
(a)
|
The vested portion of the Option shall be exercisable by delivery to the Company of a written notice, in a form approved by the Committee, which notice shall state the number of Shares to be purchased pursuant to this Agreement and shall be accompanied by payment in full of the exercise price of the Shares to be purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.
|
(b)
|
The exercise price of an Option shall be paid: (i) in cash or by certified check or ban1e draft payable to the order of the Company; (d) if permitted by the Committee, by reducing the number of Shares otherwise deliverable pursuant to the Option by the number of such Shares having a Fair Market Value on the date of exercise equal to the exercise price of the Shares to be purchased; (iii) if permitted by the Committee, by exchange of unrestricted Shares of the Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate exercise price, provided that the Employee represents and warrants to the Company that the Employee has held such Shares free and clear of liens and encumbrances and has held such Shares; (iv) if permitted by the Committee, by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Employee, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; or (v) by any other procedure approved by the Committee, or by a combination of the foregoing (to the extent permitted by the Committee).
|
(a)
|
Termination without Cause or for Good Reason. In-the event of the Employee's Termination of Employment by the Company or one or more of its Subsidiaries (the “Employer”) without Cause or by the Employee for Good Reason (as defined in the employment agreement by and among the Company, Intelsat, Ltd. and the Employee dated December 29, 2008 and effective as of February 4, 2008 (the “Employment Agreement”)), subject to Section 7 hereof, any portion of the Option that is vested and exercisable as of the date of such Termination of Employment may be exercised only prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option.
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(b)
|
Resignation by the Employee. In the event of a Termination of Employment by the Employee other than for Good Reason or due to death or Permanent Disability, any portion of the Option that is vested and exercisable as of the date of such Termination of Employment may be exercised only prior to the earlier of (A) ninety (90) days following such Termination of Employment and (B) the scheduled expiration date of the Option.
|
(c)
|
Death and Permanent Disability. In the event of the Employee's Termination of Employment by reason of the Employee's death or Permanent Disability (as defined in the Employment Agreement), any portion of the Option that is vested and exercisable as of the date of such Termination of Employment may be exercised by the Employee, the Employee's guardian or legal representative, or the Employee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death of the Employee only prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option.
|
(d)
|
Termination for Cause. In the event of the Employee's Termination of Employment by the Employer for Cause, the Option, to the extent outstanding and unexercised as of the date of Termination of Employment, shall be immediately forfeited.
|
7.
|
Claw-Back. In the event that the Employee violates any of the covenants set forth in Section 5.3 of the Employment Agreement or materially violates any of the covenants set forth in Sections 5.1 and 5.2 of the Employment Agreement during his employment or at any time prior to the first anniversary of the Employee's Termination of Employment for al1y reason, the Employee shall, in addition to any other remedy which may be available at law or in equity, be required to pay to the Company a cash amount equal to the product of (i) the number of Shares purchased upon the exercise of the
|
8.
|
Non-transferability; Other Restrictions. The Option is not transferable by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and the Option may be exercised, during the lifetime of the Employee, only by the Employee or by the Employee's guardian or legal representative or any transferee described above. The exercise of the Option shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law, or (b) the consent or approval of any government regulatory body or (c) an agreement by the Employee with respect to the disposition of Shares is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.
|
9.
|
Rights as a Shareholder. Prior to the exercise of the Option and the entry in the Register of Members of the Employee in respect of the Shares issued pursuant to the Option, Employee shall have no rights as a Shareholder with respect to any Shares covered by such outstanding Option. For the avoidance of doubt, unless otherwise agreed by the parties, the Employee shall not be eligible to receive any cash dividend equivalent payment or similar payment with respect to any portion of the Option that is vested as of the date the underlying dividend is declared.
|
10.
|
Changes in Shares. In the event of any share split, reverse share split, dividend, merger, amalgamation, consolidation, recapitalization, extraordinary dividend or similar event affecting the capital structure of the Company, the number and kind of shares (or other property, including without limitation cash) subject to this Agreement and the exercise price thereof shall be equitably adjusted by the Committee as it in good faith deems appropriate to prevent the dilution or enlargement of the value of the Option and in accordance with Section 409A of the Code.
|
11.
|
Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Employee for federal income tax purposes with respect to the Option, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount, provided, that the Company may require the deduction of any such taxes from any payment otherwise due to the Employee, including any amounts required by law to be withheld upon the exercise of such Option. Notwithstanding the foregoing, any statutorily required withholding obligation may be satisfied by delivery to the Company of Shares issuable under this Agreement, valued at the Fair Market Value as of the date of such withholding obligation, equal to the statutorily required withholding obligation.
|
12.
|
Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Employee notifies the Company (with specificity as to the reason therefor) that the Employee believes that any provision of this Agreement would cause the Option to be subject to Section 409A of the Code and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Employee, reform such provision through good faith modifications to the minimum extent reasonably appropriate to (a) exempt the Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Option, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under such Section 409A; provided that the Company shall not reform any such provisions if such action would or could be reasonably be expected to result in any material increased costs or material liability to the Company.
|
13.
|
Notices. Any notices required or permitted hereunder shall be addressed to the Company at its corporate headquarters, attention: General Counsel, or to the Employee at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail. Either party may, by notice to the other given in the manner aforesaid, change his/her or its address for future notices.
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14.
|
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.
|
15.
|
Successor. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the
|
16.
|
Amendment. Notwithstanding the terms and provisions as provided under the Plan and this Agreement, the Company, Committee or the Board may not amend, modify or terminate the terms and provisions of this Agreement without the Employee's written consent. The Company, Committee or the Board may not make a substitution or adjustment to the Option pursuant to Section 10 that does not comply with, or is not exempt from, the requirements of Section 409A without the Employee's written consent. Any dispute as to the Committee's or the Board's decision or interpretation under the Plan and this Agreement shall be resolved pursuant to Section 19 hereof.
|
17.
|
Laws and Regulations. No Option shall be granted under this Agreement unless and until all legal requirements applicable to the grant of the Option have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any grant of the Option to the Employee hereunder on the Employee's undertaking in writing to comply with such restrictions on the subsequent disposition of such Option and any Shares acquired upon exercise of the Option as the Committee shall deem necessary or advisable as a result of any applicable law or regulation.
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18.
|
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under and participation in the Plan or future options that may be granted under the Plan by electronic means or to request the Employee's consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
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19.
|
Dispute Resolution. Arbitration (under a “de novo” standard of review) will be the method of resolving disputes under this Agreement with respect to any Committee decisions under the Plan or hereunder. All arbitrations arising out of this Agreement shall be conducted in Washington, D.C. Subject to the following provisions, the arbitration shall be conducted in accordance with the rules of the American Arbitration Association (the “Association”) then in effect. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys' fees and expenses) and shall share the fees of the Association equally. Notwithstanding the foregoing, any issue(s) previously decided under Section 7.8 of the Employment Agreement, Section 16 of the Restricted Share Agreement (for former Class B Shares) between Employee and the Company dated as of April 18, 2013 (or Section 17 of the Previous Class B Restricted Share Agreement as defined therein) or Section 15 of the Restricted Share Agreement (for former Class A Shares) between Employee and the Company dated as of Apri118, 2013 (or Section 16 of the Previous Class A Restricted Share Agreement as defined therein) shall be controlling over any similar issue(s) challenged by either party under this Section 19, and if any issues to be resolved under this Section 19 arise at the same time issues arise under the Employment Agreement, the aforementioned Class B Restricted Share Agreement or Previous Class B Restricted Share Agreement or the aforementioned Class A Restricted Share Agreement or Previous Class A Restricted Share Agreement, then such issues shall be combined and resolved under one single arbitration proceeding.
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20.
|
Miscellaneous.
|
(a)
|
The Company shall not be required (i) to transfer on its books any Shares which shall have been sold, transferred, or issued in violation of any of the provisions set forth in this Agreement or the Plan or (ii) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares have been so transferred.
|
(b)
|
This Agreement shall not be construed so as to grant the Employee any right to employment by the Company or any Subsidiary.
|
(c)
|
The invalidity or enforceability of any provision in this Agreement shall not affect the validity and enforceability of any other provision in this Agreement.
|
(d)
|
This Agreement may be executed in counterparts, which together shall constitute one and the same original.
|
(e)
|
This Agreement, the Plan, the Management Shareholders Agreement and the Letter Agreement (and, if applicable the Employee's employment agreement with the Company or any of its Subsidiaries) set forth the
|
(f)
|
The headings and paragraphs herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
|
3.
|
Equity Plan. The Company Option and this Agreement shall be subject to the terms of the Plan, to the extent the terms of such Plan are not inconsistent with the terms of this Agreement. In the event of any inconsistency between the terms· of the Plan and the terms of this Agreement, this Agreement shall govern.
|
(a)
|
Performance Option. Subject to Section 6, the Company Option to purchase up to 760,864.37 of the Shares subject to the Company Option (the “Performance Option”) shall be eligible to become vested and exercisable as set forth on Exhibit A, subject to the Employee's continued employment on the applicable vesting date.
|
(b)
|
Performance Exit Option. Subject to Section 6, the Company Option to purchase up to 634,055.50 of the Shares subject to the Company Option (the “Performance Exit Option”) shall be eligible to become vested and exercisable as set forth on Exhibit A, subject to the Employee's continued employment on the applicable vesting date.
|
(a)
|
The portion of the Company Option as to which the Employee is vested shall be exercisable by delivery to the Company of a written notice in a form approved by the Committee, which notice shall state the number of Shares to be purchased pursuant to this Agreement and shall be accompanied by payment in full of the exercise price of the Shares to be purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.
|
(b)
|
The exercise price of a Company Option shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Company; (ii) if permitted by the Committee, by reducing the number of Shares otherwise deliverable pursuant to the Company Option by the number of such Shares having a Fair Market Value on the date of exercise equal to the exercise price of the Shares to be purchased; (iii) if permitted by the Committee, by exchange of unrestricted Shares of the Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate exercise price, provided that the Employee represents and warrants to the Company that the Employee has held such Shares free and clear of liens and encumbrances; (iv) if permitted by the Committee, by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Employee, the amount of any applicable U.S. federal, state, local or non-U.S. withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; or (v) by any other procedure approved by the Committee, or by a combination of the foregoing (to the extent permitted by the Committee).
|
(a)
|
Termination without Cause or for Good Reason. In the event of a Termination of Employment by the Employer without Cause or by the Employee for Good Reason (as defined in the employment agreement by and among the Company, Intelsat, Ltd. and the Employee dated December 29, 2008 and effective as of February 4,2008, as amended (the “Employment Agreement”):
|
(i)
|
Treatment.
|
(A)
|
Performance Option. Except as provided in the immediately following sentence, no portion of the Performance Option that is not vested as of the date of a Termination of Employment, shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled
|
(B)
|
Performance Exit Option. Except as provided in the immediately following sentence, no portion of the Performance Exit Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Exit Option that is vested as of the date of such Termination of Employment shall be exercised prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Company Option. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period, the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Change in Control (and subject to the consummation of such Change in Control), a portion of the Performance Exit Option as determined pursuant to Exhibit A will vest as if the Change in Control had occurred immediately prior to such Termination of Employment and any portion of the Performance Exit Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Exit Option remains outstanding as of the last day of the Involuntary Termination Protected Period, it shall be forfeited immediately following the last day of the Involuntary
|
(ii)
|
Significant Corporate Event. Notwithstanding the foregoing, if the Company consummates an acquisition by or merger of the Company through a transaction or series of transactions with any of those certain Person(s) described in the resolutions of the Compensation Committee of the Board dated December 29, 2008 but after which the Sponsor Shareholders do not in the aggregate possess beneficial ownership of more than fifty percent (50%) of the voting securities (for the election of directors) of the Company or its successor (a “Significant Corporate Event”), then if on or following such Significant Corporate Event (i) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is not required for the Company to terminate the Employee's employment at the time of such te1mination and (B) the Employee's employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason, then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment, or (ii) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is required for the Company to terminate the Employee's employment at the time of such termination and at all times prior thereto, and (B) the Employee's employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason on or after the date that is eighteen (18) months following the date , of such Significant Corporate Event, then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment.
|
(b)
|
Resignation by the Employee. In the event of a Termination of Employment by the Employee other than for Good Reason or due to death or Permanent Disability (as' defined in the Employment Agreement), any unvested portion of the Company Option shall be immediately forfeited, and subject to Section 7 hereof and Section 11 of the Plan, any vested and exercisable portion of the Company Option as of the date of such Termination of Employment may be exercised only prior to the earlier of (x) ninety (90) days following such Termination of Employment and (y) the scheduled expiration date of the Company Option.
|
(c)
|
Death and Disability. In the event of a Termination of Employment by reason of the Employee's death or Permanent Disability, subject to Section 7 hereof and Section 11 of the Plan:
|
(i)
|
Performance Option. Except as provided in the immediately following sentence, no portion of the Performance Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee's guardian or legal representative, or the Employee's estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee's Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Company Option. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), the Company enters into a definitive· agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Change in Control (and subject to the consummation of such Change in Control), a portion of the Performance Option as determined pursuant to Exhibit A will vest as if the Change in Control had occurred immediately prior to such Termination of Employment and any portion of the Performance Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Option remains outstanding as of the last day of the D & D Protection Period, it shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c), as of the date of a Termination of Employment as a result of an Employee's death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Option. Any portion of the Performance Option that becomes vested pursuant to this Section 6(c)(i) in connection with a Change in Control may, subject to Section 7 hereof and Section 11 of the Plan, be exercised by the Employee or the Employee's Representative prior to the earlier of (x) the first anniversary of such Change in Control and (y) the scheduled expiration date of the Company Option.
|
(ii)
|
Performance Exit Option. Except as provided in the immediately following sentence, no portion of the Performance Exit Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Exit Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee or the Employee's Representative prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Company Option. Notwithstanding the foregoing, if during the D & D Protection Period, the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Change in Control (and subject to the consummation of such Change in Control), a portion of the Performance Exit Option as determined pursuant to Exhibit A will vest as if the Change in Control had occurred immediately prior to such Termination of Employment and any portion of the Performance Exit Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the
|
(d)
|
Termination for Cause. In the event of a Termination of Employment by the Employer for Cause, to the extent outstanding and unexercised as of the date of Termination of Employment, the Company Option shall be forfeited as of the date of termination.
|
(e)
|
Claw-Back. In the event that the Employee violates any of the covenants set forth in Section 5.3 of the Employment Agreement or materially violates any of the covenants set forth in Sections 5.1 and 5.2 of the Employment Agreement during his employment or at any time prior to the first anniversary of the Employee's Termination of Employment for any reason, the Employee shall, in addition to any other remedy which may be available at law or in equity, be required to pay to the Company a cash amount equal to the product of (x) the number of Shares purchased upon the exercise of the Company Option during the 12-month period immediately preceding (or at any time after) the date that the Employee first breaches such covenant and (y) the excess of (A) the fair market value per Share as of the date of such exercise over (B) the exercise price per Share.
|
(f)
|
Involuntary Termination Protected Period; D & D Protected Period. For the avoidance of doubt, only a Change in Control that is consummated pursuant to the terms and conditions of a definitive purchase and sale or similar agreement that is fully executed by the parties during the Involuntary Termination Protected Period or D & D Protected Period, as applicable, and that does not terminate by its terms or otherwise prior to the consummation of the Change in Control (or pursuant to other terms and conditions with the same party that replace or supplement the original agreement), may result in any payment or accelerated vesting described in this Section 6.
|
7.
|
Non-transferability; Other Restrictions. The Company Option is not transferable by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and the Company Option may be exercised, during the lifetime of the Employee, only by the Employee or by the Employee's guardian or legal representative or any transferee described above. The exercise of the Company Option shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any U.S. state or federal or non-U.S. law, or (b) the consent or approval of any government regulatory body or ( c) an agreement by the Employee with respect to the disposition of Shares is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Shares pursuant
|
8.
|
Rights as a Shareholder. Prior to the exercise of the Company Option and the entry in the Share Register of the Employee in respect of the Shares issued pursuant to the Company Option, Employee shall have no rights as a Shareholder with respect to any Shares covered by such outstanding Company Option; provided, however, that (a) in the event that the Company declares a cash dividend with respect to Shares in the ordinary course of business, the Employee shall be eligible to receive a cash dividend equivalent payment (a “Dividend Equivalent”) with respect to any portion of the Employee's Company Option that is unvested as of the date such dividend is declared in an amount equal to the amount that the Employee would have been entitled to receive had such unvested portion of the Employee's Company Option been vested and exercised immediately prior to such declaration; (b) Dividend Equivalents shall be paid to Employee on the date the applicable portion of the Employee's Company Option first becomes vested (and no such Dividend Equivalent shall be paid to Employee if such portion of the Company Option is forfeited or canceled prior to the date it first becomes vested); and ( c) for the avoidance of doubt, unless otherwise agreed by the parties, the Employee shall not be eligible to receive any Dividend Equivalent or similar payment with respect to any portion of the Company Option that is vested as of the date the underlying dividend is declared.
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9.
|
Changes in Shares. In the event of any share split, reverse share split, dividend, merger, amalgamation, consolidation, recapitalization, extraordinary dividend or similar event affecting the capital structure of the Company, the number and kind of shares (or other property, including without limitation cash) subject to this Agreement and the exercise price thereof shall be equitably adjusted by the Committee as it in good faith deems appropriate to prevent the dilution or enlargement of the value of the Employee's Company Option and in accordance with Section 409A of the Code.
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10.
|
Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Employee for U.S. federal income tax purposes with respect to the Company Option, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all U.S. federal, state, local and non-U.S. taxes that are required by applicable laws and regulations to be withheld with respect to such amount, provided, that the Company may require the deduction of any such taxes from any payment otherwise due to the Employee, including any amounts required by law to be withheld upon the exercise of such Company Option. Notwithstanding the foregoing, any statutorily required withholding obligation may be satisfied by delivery to the Company of Shares issuable under this Agreement, valued at the Fair Market Value as of the date of such withholding obligation, equal to the statutorily required withholding obligation.
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11.
|
Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Employee notifies the Company (with specificity as to the reason therefor) that the Employee believes that any provision of this Agreement would cause the Company Option to be subject to Section 409A of the Code and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Employee, reform such provision through good faith modifications to the
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12.
|
Notices. Any notices required or permitted hereunder shall be addressed to the Company at its corporate headquarters, attention: General Counsel, or to the Employee at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail. Either party may, by notice to the other given in the manner aforesaid, change his/her or its address for future notices.
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13.
|
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.
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14.
|
Successor. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Employee and his or her personal representatives and assigns.
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15.
|
Amendment. Notwithstanding the terms and provisions as provided under the Plan and this Agreement, the Company, Committee or the Board may not amend, modify or terminate the terms and provisions of this Agreement without the Employee's written consent. The Company, Committee or the Board may not make a substitution or adjustment to the Company Option pursuant to Section 12 of the Plan that does not comply with, or is not exempt from, the requirements of Section 409A without the Employee's written consent. Any dispute as to the Committee's or the Board's decision or interpretation under the Plan and this Agreement shall be resolved pursuant to Section 18 hereof.
|
16.
|
Laws and Regulations. No Company Option shall be granted under this Agreement unless and until all legal requirements applicable to the grant of the Company Option have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any grant of the Company Option to the Employee hereunder on the Employee's undertaking in writing to comply with such restrictions on the subsequent disposition of such Company Option and any Shares acquired upon exercise of the Company Option as the Committee shall deem necessary or advisable as a result of any applicable law or regulation.
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17.
|
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Company Option granted under and participation in the Plan or future options that may be granted under the Plan by electronic means or to request the Employee's consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
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18.
|
Dispute Resolution. Arbitration (under a “de novo” standard of review) will be the method of resolving disputes under this Agreement with respect to any Committee decisions under the Plan or hereunder. All arbitrations arising out of this Agreement shall be conducted in Washington, D.C. Subject to the following provisions, the arbitration shall be conducted in accordance with
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19.
|
Miscellaneous.
|
(a)
|
The Company shall not be required (i) to transfer on its books any Shares which shall have been sold, transferred, or issued in violation of any of the provisions set forth in this Agreement or the Plan or (ii) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares have been so transferred.
|
(b)
|
This Agreement shall not be construed so as to grant the Employee any right to remain in the employ of the Company or any Subsidiary.
|
(c)
|
The invalidity or enforceability of any provision in this Agreement shall not affect the validity and enforceability of any other provision in this Agreement.
|
(d)
|
This Agreement may be executed in counterparts, which together shall constitute one and the same original.
|
(e)
|
This Agreement and the Plan (and, if applicable the Employee's employment agreement with the Company or any of its Subsidiaries or a certain side letter agreement between the Employee and the Company dated May 6, 2009) set forth the entire understanding and agreement of the Employee and the Company (or any Subsidiary) with respect to the Company Option, and supersede any and all other understandings, commitments, letters, term sheets, negotiations or agreements of or between the Employee and the Company (or any Employer) relating to the Company Option (including the Previous Class A Option Agreement and the Management Shareholders Agreement). Any inconsistencies between the Plan and this Agreement shall be resolved in favor of this Agreement.
|
(f)
|
The headings and paragraphs herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
|
•
|
Exit Option to determine the portion of the Performance Exit Option that shall vest.
|
•
|
|
•
|
(c) Gradual Exit. If all of the Performance Exit Option does not vest as of the first Change in Control or Realization Event, or if no such Change in Control or Realization Event has occurred, the Performance Exit Option shall be eligible to become vested and exercisable as follows, subject to the Employee's continued employment with the Employer from the Grant Date through the applicable vesting date:
|
•
|
|
•
|
(i) Upon any date on which the Sponsor Shareholders receive Cash Proceeds (whether through a Change in Control, a Realization Event, extraordinary cash dividends or any combination of the foregoing) equal to the amount that, when combined with the amount (if any) received as Cash Proceeds upon the first Measuring Trigger, would lead to the Applicable Fraction being equal to or greater than one (1), then, as of such date, the Performance Exit Option shall, to the extent not previously vested or forfeited, become fully vested and exercisable with respect to all Shares covered thereby; or
|
•
|
(ii) Upon the date on which the Sponsor Shareholders sell (or otherwise transfer to a non-Affiliate) their last share acquired pursuant to the Investment, if the Applicable Fraction based on Cash Proceeds (the “Exit Applicable Fraction”) is greater than the Applicable Fraction as of the first Measuring Trigger (the “Initial Applicable Fraction”) (if any), then, as of such date, the Performance Exit Option shall, to the extent not previously vested or forfeited, become vested and exercisable with respect to that number of Shares subject to the Performance Exit Option equal to the excess of (A) the Exit Applicable Fraction multiplied by the total number of Shares subject to the Performance Exit Option over (B) the number of Shares subject to the Performance Exit Option (if any) which vested upon the Initial Measuring Trigger (if any).
|
•
|
|
1.
|
Section 2(c) of the Option Agreement is amended to read as follows:
|
1.
|
Grant of Option; Cancellation and Forfeiture of Unvested Old Performance Options.
|
1.
|
Grant of Option; Cancellation and Forfeiture of Unvested Old Performance Options.
|
2.
|
Vesting. Except as may otherwise be provided herein, subject to the Participant’s continued employment with the Company or an Affiliate, the Option shall become vested and exercisable with respect to 1/24th (4.1667%) of the Option Shares on each of the first twenty-four (24) monthly anniversaries of the Date of Grant (each such date, a “Vesting Date”), such that the Option shall be fully vested on the second anniversary of the Date of Grant. Any
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3.
|
Termination of Employment.
|
4.
|
Expiration.
|
5.
|
Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. Federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Common Stock are not subject to any pledge or other security interest; (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the
|
6.
|
Rights as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares and (iii) the Participant’s name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company. The Company shall cause the actions described in clauses (ii) and (iii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable laws.
|
7.
|
Compliance with Legal Requirements.
|
8.
|
Clawback. Notwithstanding anything to the contrary contained herein, the Committee may cancel the Option if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while employed by or providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate, as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or exercise of the Option, the sale or other transfer of the Option, or the sale of shares of Common Stock acquired in respect of the Option, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Option for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations of the NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the Option shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement).
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9.
|
Miscellaneous.
|
By:
|
/s/ Michelle V. Bryan
|
By:
|
/s/ Michelle V. Bryan
|
1
|
|
Horizons-3 License LLC, a limited liability company organized under the laws of Delaware.
|
2
|
|
Intelsat Africa (Pty.) Ltd., a company organized under the laws of South Africa.
|
3
|
|
Intelsat Align S.à r.l., a company organized under the laws of Luxembourg.
|
4
|
|
Intelsat Alliance LP, a limited partnership organized under the laws of Delaware.
|
5
|
|
Intelsat Brasil Ltda., a company organized under the laws of Brazil.
|
6
|
|
Intelsat Brasil Servicos de Telecomunicacao Ltda., a company organized under the laws of Brazil.
|
7
|
|
Intelsat Connect Finance S.A., a company organized under the laws of Luxembourg.
|
8
|
|
Intelsat Envision Holdings LLC, a limited liability company organized under the laws of Delaware.
|
9
|
|
Intelsat Finance Bermuda Ltd., a company organized under the laws of Bermuda.
|
10
|
|
Intelsat General Communications LLC, a limited liability company organized under the laws of Delaware.
|
11
|
|
Intelsat Genesis Inc., a company organized under the laws of Delaware.
|
12
|
|
Intelsat Genesis GP LLC, a limited liability company organized under the laws of Delaware.
|
13
|
|
Intelsat Global Sales & Marketing Ltd., a company organized under the laws of England and Wales.
|
14
|
|
Intelsat Holdings LLC, a limited liability company organized under the laws of Delaware.
|
15
|
|
Intelsat Holdings S.A., a company organized under the laws of Luxembourg.
|
16
|
|
Intelsat Horizons-3 LLC, a limited liability company organized under the laws of Delaware.
|
17
|
|
Intelsat International Systems LLC, a limited liability company organized under the laws of Delaware.
|
18
|
|
Intelsat Investment Holdings S.à r.l., a company organized under the laws of Luxembourg.
|
19
|
|
Intelsat Investments S.A., a company organized under the laws of Luxembourg.
|
20
|
|
Intelsat Jackson Holdings S.A., a company organized under the laws of Luxembourg.
|
21
|
|
Intelsat Kommunikations GmbH, a company organized under the laws of Germany.
|
22
|
|
Intelsat License Holdings LLC, a limited liability company organized under the laws of Delaware.
|
23
|
|
Intelsat License LLC, a limited liability company organized under the laws of Delaware.
|
24
|
|
Intelsat (Luxembourg) S.A., a company organized under the laws of Luxembourg.
|
25
|
|
Intelsat Satellite LLC, a limited liability company organized under the laws of Delaware.
|
26
|
|
Intelsat Subsidiary (Gibraltar) Limited, a company organized under the laws of Gibraltar.
|
27
|
|
Intelsat UK Financial Services Ltd., a company organized under the laws of England and Wales.
|
28
|
|
Intelsat US Finance LLC, a limited liability company organized under the laws of Delaware.
|
29
|
|
Intelsat US LLC, a limited liability company organized under the laws of Delaware.
|
30
|
|
Intelsat Ventures S.à r.l., a company organized under the laws of Luxembourg.
|
31
|
|
Mountainside Teleport LLC, a limited liability company organized under the laws of Delaware.
|
32
|
|
PanAmSat Europe Corporation, a corporation organized under the laws of Delaware.
|
33
|
|
PanAmSat International Holdings LLC, a limited liability company organized under the laws of Delaware.
|
34
|
|
PanAmSat Satellite Europe Limited, a company organized under the laws of England and Wales.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Intelsat S.A.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Intelsat S.A.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|