As filed with the Securities and Exchange Commission on April 29, 2025

Registrant No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SES

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Grand Duchy of Luxembourg		4899		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of

Luxembourg

+352 710-725-1

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Thai Rubin

Chief Legal Officer

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of

Luxembourg

+352 710-725-1

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

David M. Wilf Eric Scarazzo Phillip R. Sanders Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 (212) 351-4000		Michelle Bryan Intelsat S.A. 7900 Tysons One Place McLean, VA 22102 (703) 559-6800		Richard L. Oliver Micah R. Kegley Andrew J. Brady Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, D.C. 20005-2111 (202) 371-7000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the acquisition described in the enclosed prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SECURITIES DESCRIBED HEREIN MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OF WHICH THIS PRELIMINARY PROSPECTUS IS A PART, IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THE SECURITIES DESCRIBED HEREIN AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

PRELIMINARY PROSPECTUS—SUBJECT TO COMPLETION, DATED April 29, 2025

(incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg)

70,932,665 CONTINGENT VALUE RIGHTS

THIS IS NOT A PROXY STATEMENT OR NOTICE OF MEETING.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

 

This prospectus of SES, a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “Company” or “SES”), relates to the contingent value rights (the “CVRs”) to be issued in connection with the proposed acquisition (the “Acquisition”) by SES of the Intelsat Group (as defined below), pursuant to the share purchase agreement, dated as of April 30, 2024 (as amended and restated or otherwise modified from time to time, the “Share Purchase Agreement”), by and between SES and Intelsat S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg (“Intelsat”). The Acquisition is structured as the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and all of the outstanding shares of Intelsat Holdings S.à.r.l., a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of Intelsat (“Holdings” and together with its subsidiaries, the “Intelsat Group”), as well as the assumption by SES of Intelsat’s liabilities, subject to certain exceptions, in each case, subject to the terms and conditions of the Share Purchase Agreement.

As part of the consideration for the Acquisition, SES will issue an aggregate number of CVRs to Intelsat equal to (a) the aggregate number of Intelsat common shares outstanding as of immediately prior to the closing of the Acquisition (the “Closing”) plus (b) the aggregate number of Intelsat common shares issuable upon the exercise in full of all outstanding Intelsat Performance Stock Units (“PSUs”) outstanding as of immediately prior to the Closing in accordance with the terms and conditions of the Share Purchase Agreement plus (c) the aggregate number of Intelsat common shares issuable upon the exercise in full of all Intelsat Restricted Stock Units (“RSUs”) outstanding as of immediately prior to the Closing. The CVRs will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) in connection with the dissolution and liquidation of Intelsat (the “Liquidation”), pursuant to the terms of the Share Purchase Agreement, which distribution is expected to occur following the Closing. At the Closing, SES will enter into a CVR agreement (the “CVR Agreement”) with a rights agent (the “Rights Agent”), substantially in the form attached as Annex B to this prospectus, that will govern the rights of holders of the CVRs (each, a “Holder,” and collectively, the “Holders”) and the terms of the consideration payable under the CVR Agreement.

Each CVR will represent the rights of the Holder to receive from SES, a contingent cash distribution of a pro rata share of Applicable Consideration (as defined below). The amount and timing of any distribution under the CVRs are contingent upon the occurrence of certain events within seven and one-half years after the Closing, which may or may not occur, and which may be outside the control of SES and Intelsat. We cannot assure you that any distribution will become due under the CVRs and, if a distribution does become due, we cannot assure you as to the amount or timing of any such distribution. The CVR payment, if any becomes due, is an unsecured general obligation of SES.

Holders will not, by virtue of their ownership of the CVRs, have rights common to shareholders of SES, such as voting and dividend rights. Interest will not accrue on any distributions that may be payable to a Holder. The CVRs will not be subject to any mandatory or optional redemption rights, mature or trigger any right to payment by the Holders in any amount or on any specific date or be convertible into or exchangeable for any security or other interest in SES.

The CVRs are transferable, subject to applicable restrictions under securities law. There is currently no public market for the CVRs. SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue. Additionally, the U.S. federal income tax considerations arising from ownership and disposition of the CVRs are uncertain. For more information, please see the sections entitled “Related Agreements—Contingent Value Right Agreement” beginning on page 86 and “U.S. Federal Income Tax Considerations of the Transactions— U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs” beginning on page 96.

As of April 11, 2025, according to Intelsat, there were 68,388,120 shares of Intelsat common shares outstanding, 1,929,380 PSUs outstanding and 615,165 RSUs outstanding. Accordingly, we have calculated that a maximum of approximately 70,932,665 CVRs will be issuable by SES pursuant to the Share Purchase Agreement. It is currently anticipated that the Acquisition will close in the second half of 2025.

 

 

This is not a proxy statement. We are not asking you for a proxy and you are requested not to send us a proxy. This document is a prospectus for SES’s CVRs that will be issued to Intelsat as part of the consideration for the Acquisition. The accompanying disclosure documents contain detailed information about the Acquisition and the CVRs. You should read this prospectus carefully in its entirety. In particular, please read the section titled “Risk Factors” beginning on page 24 for a discussion of risks that you should consider in evaluating the Acquisition, the transactions contemplated thereby and the CVRs described in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, passed on the merits or fairness of the transaction, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is     , 2025

TABLE OF CONTENTS

 

IMPORTANT NOTE ABOUT THIS PROSPECTUS			1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION			2
QUESTIONS AND ANSWERS ABOUT THE ACQUISITION AND THE CONTINGENT VALUE RIGHTS			5
SUMMARY			10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			21
RISK FACTORS			24
RISKS RELATING TO THE TRANSACTIONS			24
RISKS RELATING TO THE CVRS			30
RISKS RELATING TO SES’S BUSINESS			32
ABOUT THE ACQUISITION			48
THE SHARE PURCHASE AGREEMENT			65
RELATED AGREEMENTS – CONTINGENT VALUE RIGHTS AGREEMENT			86
RELATED AGREEMENTS – INTELSAT SHAREHOLDER SUPPORT AGREEMENTS			91
U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE TRANSACTIONS			94
LUXEMBOURG TAX CONSIDERATIONS OF THE TRANSACTIONS			98
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			103
INFORMATION ABOUT SES			127
SES – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			130
INFORMATION ABOUT INTELSAT			176
INTELSAT – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			177
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			210
BOARD OF DIRECTORS / MANAGEMENT OF SES FOLLOWING THE ACQUISITION			214
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS			224
LEGAL MATTERS			225
EXPERTS			225
WHERE YOU CAN FIND MORE INFORMATION			225
INDEX TO FINANCIAL STATEMENTS OF SES			F-1
INDEX TO FINANCIAL STATEMENTS OF INTELSAT S.A.			F-1
ANNEX A SHARE PURCHASE AGREEMENT			A-1
ANNEX B FORM OF CONTINGENT VALUE RIGHTS AGREEMENT			B-1
ANNEX C FORM OF INTELSAT SHAREHOLDER VOTING AND SUPPORT AGREEMENT			C-1

IMPORTANT NOTE ABOUT THIS PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by SES, constitutes a prospectus of SES under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to SES’s CVRs issuable to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) as part of the consideration for the Acquisition. The accompanying disclosure documents contain detailed information about the Acquisition and the CVRs.

All information contained in this prospectus relating to SES has been supplied by SES, and all information relating to Intelsat has been supplied by Intelsat. SES and Intelsat have both contributed to the information relating to the Acquisition, including the transactions contemplated thereby. Information provided by one entity does not constitute any representation, estimate or projection of the other entity. Additionally, information and statements contained in this prospectus, or any Annex hereto are qualified in all respects by reference to the copy of the relevant agreement or Annex filed as an exhibit hereto.

You should rely only on the information contained in this prospectus, including the Annexes hereto. SES and Intelsat have not authorized anyone to provide you with information that is different from that contained in this prospectus. This prospectus is made as of its date, and you should not assume that the information contained in this prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Changes to the information contained in this prospectus may occur after that date, and we undertake no obligation to update the information, except as required by law.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

This prospectus contains the following:

 

(1)

The consolidated financial statements of SES S.A. and its subsidiaries (the “SES Group”) as of December 31, 2024 and 2023 and for each of the three years ended December 31, 2024, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (the “IFRS”). Additionally, the prospectus contains non-IFRS measures of the SES Group that are not required by, or presented in accordance with, IFRS. The SES Group presents non-IFRS measures because they are used by SES’s management in monitoring SES’s business and because SES believes that they and similar measures are frequently used by securities analysts, investors and other interested parties in evaluating companies in its industry; and

 

(2)

The consolidated financial statements of Intelsat S.A. and its subsidiaries as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), prepared in accordance with U.S. GAAP, which are considered by SES not to be materially different than the financial statements of Intelsat Holdings S.à r.l and its subsidiaries. However, we refer to EBITDA and Adjusted EBITDA. These are not measures defined by U.S. GAAP and have been defined in “Intelsat—Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

This prospectus also contains the following unaudited pro forma condensed combined financial information:

 

•

the unaudited pro forma condensed combined income statement of the SES Group and the Intelsat Group, after giving effect to the transactions contemplated by the Share Purchase Agreement, collectively, the “Combined Group”) for the year ended December 31, 2024 that has been prepared to illustrate the effect on the condensed combined income statements of the Combined Group as if the Acquisition and related financing had been completed on January 1, 2024; and

 

•

the unaudited pro forma condensed combined statement of financial position of the Combined Group as at December 31, 2024 that has been prepared to illustrate the effect on the condensed combined statement of financial position of the Combined Group as if the Acquisition had been completed on December 31, 2024.

The pro forma financial information includes (i) adjustments to convert the financial information of the Intelsat Group from U.S. GAAP to IFRS, and (ii) reclassifications to conform the Intelsat Group’s historical accounting policies and presentation to the SES Group’s accounting policies and presentation, for known material items. For more information, see the section of this prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 103.

Unless indicated otherwise, financial data presented in this prospectus has been taken from the audited consolidated financial statements of SES and Intelsat.

IFRS

Unless otherwise stated, SES’s financial information in this prospectus has been prepared in accordance with IFRS as issued by the IASB.

Presentation of financial information in accordance with IFRS requires SES management to make various estimates and assumptions which may impact the values shown in the historical financial information and the respective notes thereto. The actual values may differ from such assumptions.

 

2

Non-IFRS Financial Measures

This prospectus contains certain SES unaudited financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. Explanations of these measures are set out below. For example, in this prospectus, SES presents non-IFRS financial measures such as Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Debt, Adjusted Net Debt to Adjusted EBITDA ratio, Adjusted Net Profit, Adjusted Earnings per Share, Adjusted Free Cash Flow and Constant FX, which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets. As there are no generally accepted accounting principles governing the calculation of non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and such measures should therefore not be used to compare us against another company.

Pro Forma Non-IFRS Financial Measures

This prospectus contains certain SES unaudited pro forma financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. Explanations of these measures are set out below. For example, in this prospectus, SES presents pro forma non-IFRS financial measures such as pro forma net debt, pro forma Adjusted EBITDA, pro forma Adjusted EBITDA margin, pro forma operating profit and operating profit margin, pro forma Adjusted Net Debt, pro forma Adjusted Net Debt to Adjusted EBITDA ratio, which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets. As there are no generally accepted accounting principles governing the calculation of pro forma non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and such measures should therefore not be used to compare us against another company. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition.

We believe that the above non-IFRS financial measures and pro forma non-IFRS measures (collectively, the “non-IFRS measures”) assist in evaluating our trading performance, as these measures are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-IFRS measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing these measures reported by us to such measures or other similar measures as reported by other companies. Investors should not consider these non-IFRS measures (a) as a substitute for operating results (as determined in accordance with IFRS) or as a measure of our operating performance, (b) as a substitute for cash flow from or used in operating, investing and financing activities (as determined in accordance with IFRS) or as a measure of our ability to meet cash needs or (c) as a substitute for any other measure of performance under IFRS. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition.

The non-IFRS financial measures used by SES may differ from, and not be comparable to, similarly titled measures used by other companies, including Intelsat S.A.

Rounding and Negative Amounts

Certain figures in this prospectus, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them, which are calculated based on unrounded figures.

In preparing the historical financial information of SES, most numerical figures are presented in millions of Euros. For the convenience of the reader of this prospectus, certain numerical figures in this prospectus are

 

3

rounded to the nearest one (1) million. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in our financial statements.

In tables, negative amounts are shown between brackets. Otherwise, negative amounts may also be shown by “–” or “negative” before the amount.

Currency Presentation

SES publishes its consolidated financial statements in euros, while Intelsat publishes its consolidated financial statements in U.S. dollars. In this prospectus, references to “$,” “U.S. dollars” or “USD” are to the lawful currency of the United States of America and references to “€” or “euro” are to the single currency adopted by participating member states of the European Union, referred to as the EU, relating to Economic and Monetary Union.

 

4

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION AND THE CONTINGENT VALUE RIGHTS

The following questions and answers are intended to briefly address some questions that you, as a holder of Intelsat common shares, may have regarding the Acquisition, including the transactions contemplated thereby, and the CVRs to be issued by SES. These questions and answers, as well as the summary section that follows, only highlight some of the information contained in this prospectus and may not contain all the information that is important to you. These questions and answers are not meant to be a substitute for the information contained in the remainder of this prospectus and are qualified in their entirety by the more detailed sections of this prospectus, including the Annexes to this prospectus, which you should read carefully. We encourage you to further refer to the sections of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21 of this prospectus and to the “Risk Factors” beginning on page 24 of this prospectus.

Q: Who is SES?

A: SES was founded in 1985, under the laws of the Grand Duchy of Luxembourg, and is an industry-leader in space-based communications. Currently, SES qualifies as a “foreign private issuer” under the SEC rules.

Q: What is this document?

A: This document is a prospectus of SES for the CVRs issuable as part of the consideration for the Acquisition. SES is providing this document because SES and Intelsat have entered into a Share Purchase Agreement, pursuant to which SES will acquire the Intelsat Group through the transactions contemplated thereby, including the Acquisition, the Liquidation, and the other transactions contemplated by the Share Purchase Agreement and the ancillary agreements of the Share Purchase Agreement (collectively, the “Transactions”). The prospectus provides details of the Acquisition, including the transactions contemplated thereby, the consideration Intelsat shareholders will receive upon completion of the Acquisition and Liquidation, including the CVR Consideration, and the rights of the Holders.

Q: What is the Acquisition and what will happen to Intelsat as a result of the Acquisition?

A: The Acquisition is an acquisition of the Intelsat Group by SES pursuant to the Share Purchase Agreement. The Acquisition is structured as the acquisition by SES of 100% of the outstanding shares of Holdings and Intelsat’s assets, subject to certain exceptions, as well as the assumption by SES of Intelsat’s liabilities, subject to certain exceptions, in each case, subject to the terms and conditions of the Share Purchase Agreement. Once the Closing conditions under the Share Purchase Agreement have been satisfied or waived and the Closing has occurred, and subject to the other terms and conditions of the Share Purchase Agreement, Intelsat will commence its Liquidation pursuant to the terms of the Share Purchase Agreement and SES will issue the CVRs to Intelsat, which will subsequently be distributed by Intelsat to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) pursuant to the Liquidation.

Q: Is Intelsat shareholder approval required to consummate the Acquisition?

A: Yes. Consummation of the Acquisition is conditioned on the affirmative two-thirds majority vote of all the votes validly cast at a meeting of Intelsat’s shareholders that is convened in accordance with applicable law and Intelsat’s organizational documents (the “Intelsat Shareholder Meeting”) to approve (i) the Acquisition and (ii) the opening of the Liquidation (such resolutions for approval of clauses (i) and (ii), the “Intelsat Shareholder Approval Resolutions”) (such approval, the “Intelsat Shareholder Approval”).

Although Intelsat’s shareholders are required to approve the Acquisition, Intelsat is not subject to the federal proxy rules nor is it a public reporting company, and as such, a shareholder’s recourse against Intelsat may be limited under the federal securities laws.

 

5

Q: What are the CVRs?

A: The CVRs are transferable contingent value rights that will be issued by SES to Intelsat as part of the Acquisition Consideration. Each CVR represents the right to receive one or more contingent cash payments in an amount equal to a pro rata share of cash consideration, if any, received by SES as a direct result of the final clearance or transfer of certain spectrum, in each case subject to the terms and conditions of the CVR Agreement.

Holders will not, by virtue of their ownership of the CVRs, have rights common to shareholders of SES, such as voting and dividend rights. Interest will not accrue on any distributions that may be payable to a Holder. The CVRs will not be subject to any mandatory or optional redemption rights, mature or trigger any right to payment by the Holders in any amount or on any specific date or be convertible into or exchangeable for any security or other interest in SES.

The amount and timing of any distribution under the CVRs are contingent upon the occurrence of certain events within seven and one-half years after the Closing, which may or may not occur, and which may be outside the control of SES and Intelsat. We cannot assure you that any distribution will become due under the CVRs and, if a distribution does become due, we cannot assure you as to the amount or timing of any such distribution. The CVR payment, if any becomes due, is an unsecured general obligation of SES. See “Related Agreements — Contingent Value Rights Agreement” beginning on page 86 for more details. The form of CVR Agreement is attached as Annex B to this prospectus and is incorporated by reference into this prospectus. We encourage you to read the entire form of CVR Agreement carefully because it is the principal document governing the CVRs.

Q: What are the implications to the Holders of SES being a “foreign private issuer?”

A: Following completion of the Acquisition, SES will be subject to the reporting requirements under the Exchange Act. As a foreign private issuer, SES will have more limited reporting obligations than it would if it were a U.S. reporting company. As a result, there may be less publicly available information concerning SES than there is for issuers that are not foreign private issuers.

SES will be required to file an annual report on Form 20-F with the SEC within 4 months after the end of each fiscal year. SES’s fiscal year begins on January 1 and ends on December 31. In addition, SES will be required to furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by SES, including material information required to be filed with and made public by the Euronext Paris Stock Exchange and the Luxembourg Stock Exchange (the exchanges on which SES’s fiduciary depositary receipts are currently listed), as well as information distributed or required to be distributed by SES to its shareholders.

SES will not be subject to certain provisions of the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act, and will not be required to comply with Regulation FD, which regulates the selective disclosure of material non-public information.

Additionally, SES’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act with respect to their purchases and sales of SES shares. If SES loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic and current reports and proxy statements as if it were a company incorporated in one of the states in the United States.

Q: Is interest payable with respect to the CVRs?

A: No. Interest will not accrue on any distributions that may be required to be paid to a Holder.

 

6

Q: Is the CVR payment secured?

A: No. The obligation to make a CVR payment, if any becomes due, is an unsecured general obligation of SES.

Q: Can I sell the CVRs?

A: Yes. The CVRs are transferable (subject to the Securities Act and other applicable federal law or state securities or blue-sky laws). SES is not obligated to list the CVRs on any securities exchange. There is currently no public market for the CVRs. SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue.

No prediction can be made regarding the liquidity of the CVRs or the prices at which the CVRs may be sold at any point in time, if at all. We expect that any CVR sale would be a taxable transaction for U.S. federal income tax purposes. Please see the section titled, “U.S. Federal Income Tax Considerations of the Transactions — U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs” beginning on page 96 of this prospectus for additional information.

Q: What happens if the Acquisition is not approved at the Intelsat shareholder general meeting?

A: Before the Acquisition can be completed, Intelsat is required to use commercially reasonable efforts to take all necessary action to obtain the Intelsat Shareholder Approval at the Intelsat Shareholder Meeting, including soliciting from Intelsat’s shareholders sufficient votes, as promptly as reasonably practicable and in no event later than 35 days after the effectiveness of the registration statement of which this prospectus forms a part. If the Intelsat Shareholder Approval is not obtained, under certain specified circumstances, Intelsat may be required to pay to SES a termination fee of $300 million, subject to the terms and conditions of the Share Purchase Agreement. For a more detailed description of the Termination Fees and the circumstances under which they may be payable, please see the section titled “ Termination Fees and Commercial Agreement.” In connection with the Share Purchase Agreement, certain Intelsat shareholders (each, a “Supporting Shareholder”, and collectively, the “Supporting Shareholders”) entered into voting and support agreements (each, a “Support Agreement” and collectively, “Support Agreements”), pursuant to which each Supporting Shareholder irrevocably and unconditionally agreed to affirmatively vote its Intelsat common shares in favor of the Intelsat Shareholder Approval Resolutions. Based on information provided by the Supporting Shareholders to Intelsat as of the date of each applicable Support Agreement, such shareholders beneficially own an aggregate of 49,839,902 Intelsat common shares that are subject to the terms of the Support Agreements, representing approximately 73% of Intelsat common shares. Please see the section titled “Related Agreements – Intelsat Shareholder Support Agreements” beginning on page 91 for further details.

Q: Are there any important risks related to the Acquisition, the CVRs or SES’s or Intelsat’s businesses of which I should be aware?

A: Yes, there are important risks related to the Acquisition, the CVRs and to the businesses of SES, Intelsat and, the Combined Group. We urge you to read carefully and in its entirety the section titled “Risk Factors” beginning on page 24 of this prospectus.

Q: Are Intelsat shareholders entitled to seek appraisal or dissenter’s rights?

A: No. There are no appraisal or dissenters’ rights available to Intelsat shareholders, in connection with the Transactions.

 

7

Q: Is the completion of the Acquisition subject to the completion of certain conditions?

A: Yes. Before the Acquisition can be completed, SES and Intelsat must fulfill or, if permissible, waive the conditions to the Closing set forth in the Share Purchase Agreement, including, but not limited to, the effectiveness of the registration statement of which this prospectus forms a part and the receipt of the Regulatory Approvals (as defined below). If all of these conditions are not satisfied or waived, the Acquisition will not be completed. For a more detailed description of the conditions to the Closing, please see the section titled “The Share Purchase Agreement – Conditions to the Closing of the Acquisition” beginning on page 80.

Q: When do SES and Intelsat expect to complete the Acquisition?

A: SES and Intelsat are working to complete the Acquisition as quickly as possible, which can only occur after all of the conditions to the Closing have been satisfied or waived. The conditions to the Closing are more fully described in the section titled “The Share Purchase Agreement – Conditions to the Closing of the Acquisition.” The Closing is currently anticipated to occur in the second half of 2025. However, we cannot predict the actual date on which the Acquisition will be consummated or whether the Acquisition will be consummated at all, because consummation of the Acquisition is subject to conditions and factors outside the control of Intelsat and SES.

Q: What happens if the Acquisition is not completed?

A: If the Acquisition is not completed for any reason, Intelsat will not receive the consideration for the Acquisition, the Transactions will not be completed and the Liquidation will not be commenced. However, under certain specified circumstances, either Intelsat or SES may be required to pay a $300 million Breach Termination Fee (as defined below) to the non-terminating party, Intelsat may be required to pay SES a $300 million Vote Condition Termination Fee (as defined below), and SES may be required to pay Intelsat a $250 million Regulatory Condition Termination Fee (as defined below). For a more detailed description of the Termination Fees and the circumstances under which they may be payable, please see the section titled “The Share Purchase Agreement —Termination Fees and Commercial Agreement” beginning on page 83.

Q: What are the material U.S. federal income tax considerations of the Acquisition and the Liquidation to U.S. Holders of Intelsat common shares that receive cash and CVRs?

A: A U.S. Holder (as defined in the section titled “U.S. Federal Income Tax Considerations of the Transactions”) does not participate in any exchange pursuant to the Acquisition; therefore such U.S. Holder will not realize any gain or loss for U.S. federal income tax purposes as a result of the Acquisition. As a result of the Liquidation, for U.S. federal income tax purposes, each U.S. Holder will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for such U.S. Holder’s Intelsat common shares. A U.S. Holder generally will recognize gain or loss on an exchange of Intelsat common shares for the cash and CVRs distributed pursuant to the Liquidation, in an amount equal to the difference, if any, between (i) the amount of cash received plus the fair market value (determined as of the time at which the Liquidation is effective) of any CVRs received and (ii) such U.S. Holder’s adjusted tax basis in the Intelsat common shares deemed exchanged in the complete liquidation. Because individual circumstances may differ, each holder is strongly recommended to consult its tax advisor to fully understand the tax considerations of the Acquisition and the Liquidation to such U.S. Holder in light of its particular circumstances. See “U.S. Federal Income Tax Considerations of the Transactions” beginning on page 94 for a more detailed explanation.

Q: When will Intelsat’s shareholders receive the Acquisition Consideration in connection with the Liquidation?

A: It is expected that a significant portion of the Acquisition Consideration (including all of the CVRs) will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) promptly following the Closing as part of the Liquidation. The Closing Cash Consideration distributable to Intelsat’s

 

8

shareholders (including holders of Intelsat’s vested RSUs and PSUs) will be reduced by the $500 million distribution out of Intelsat’s share premium to Intelsat shareholders on September 27, 2024, and amounts payable in respect of Intelsat’s outstanding warrants, which will expire, terminate and become void at the Closing and represent only the right to receive the “Black-Scholes” value of the outstanding Intelsat warrants, which value will be determined by a third-party valuation firm in accordance with the applicable warrant agreements and paid to the holders of Intelsat warrants in cash. In addition, a portion of the Closing Cash Consideration will be held back for the duration of the Liquidation to satisfy any remaining liabilities of Intelsat and to cover the costs of winding up the affairs of Intelsat. Once the Liquidation has been completed, any remaining Closing Cash Consideration held by Intelsat will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs).

Q: Who can help answer my questions?

A: If you are an Intelsat shareholder and would like a copy of this prospectus, or if you have questions about the Acquisition or the other matters discussed in this prospectus, you should contact:

Intelsat S.A.

7900 Tysons One Place

McLean, VA 22102

Attn: Investor Relations

Tel: (703) 559-6800

Q: Where can I find more information about SES and Intelsat?

A: You can find more information about SES and Intelsat from the various sources described under “Where You Can Find More Information” beginning on page 225 of this prospectus.

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

19

 

20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and the documents to which SES and Intelsat refer to in this prospectus, contain forward-looking statements within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding: (1) the Transactions between SES and Intelsat, including any statements regarding the expected timing to complete the Acquisition; (2) considerations taken into account by each of the SES Board and the Intelsat Board in approving the Acquisition and the Transactions; (3) the ability of each party to complete the Acquisition and the Transactions; (4) the expected benefits of the Acquisition (including, but not limited to, anticipated synergies, anticipated benefits or accretions to SES; please see the section of this prospectus titled “About the Acquisition—Reasons for the Transactions” for more information); (5) expectations for SES and Intelsat following the Closing or termination of the Share Purchase Agreement; and (6) any other statements regarding SES’s or Intelsat’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance, including the SES ESG strategy. These statements are often, but not always, made through the use of words or phrases such as “aims,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “estimates,” “expects,” “may,” “should,” “will,” “potential,” “targets,” “contemplates,” “might,” “could,” “seeks,” “strives,” “works,” “ongoing” and similar expressions. All such forward-looking statements are based on current expectations of SES’s and Intelsat’s management, as applicable, and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Statements included in this prospectus that are not historical facts are forward-looking statements and are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this prospectus. You are cautioned not to place undue reliance on these forward-looking statements.

Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among other things:

 

•

the possibility that the conditions to the Closing are not satisfied (or waived), including the risk that the Regulatory Approvals are not obtained, on a timely basis or at all;

 

•

the risk that the Acquisition and the Transactions could have an adverse effect on the ability of SES and Intelsat, as applicable, to retain and hire key personnel or maintain relationships with customers, clients, suppliers or strategic partners, or on SES’s or Intelsat’s operating results and businesses generally;

 

•

the restraints on Intelsat’s ability to solicit other acquisition proposals from third parties during the pendency of the Acquisition;

 

•

risks that the Acquisition and the Transactions could disrupt current plans and operations in a manner that may harm SES’s or Intelsat’s respective businesses;

 

•

the occurrence of any change, event, series of events or circumstances that could give rise to the right to terminate the Share Purchase Agreement, including in circumstances requiring SES or Intelsat to pay a Termination Fee;

 

•

uncertainties relating to the anticipated timing of filings and the Regulatory Approvals relating to the Acquisition;

 

•

the outcome of any legal proceedings that have been or may be instituted against SES and Intelsat and/or others relating to the Acquisition or the Transactions;

 

•

risks related to the diversion of the attention and time of SES’s and Intelsat’s respective management teams from ongoing business concerns;

 

•

SES’s dependence on key members of its management;

 

21

•

the amount of any costs, fees, expenses, impairments and charges incurred by SES and Intelsat related to the Acquisition and the Transactions;

 

•

the nature, cost and outcome of any legal proceedings that may be instituted against SES or Intelsat, or their respective directors or officers, relating to the Acquisition;

 

•

global economic volatility, macroeconomic, political, legislative, and regulatory developments, geopolitical conflict, trade wars, or competitive pressures, or changes in such conditions, negatively affecting SES’s or Intelsat’s customers, business, operations or financial performance;

 

•

difficulties and delays in integrating the businesses, systems and processes of SES and Intelsat following completion of the Acquisition or fully realizing the anticipated synergies and other benefits expected from the Acquisition and the Transactions;

 

•

the Combined Group’s ability to execute successfully its strategic plans, including its business development strategy;

 

•

the effect of the Transactions on the business relationships, employees, customers, suppliers, commercials partners, standing with regulators;

 

•

the impact of tax regulations on SES’s or Intelsat’s financial condition and results of operations;

 

•

SES’s level of indebtedness;

 

•

SES’s successful integration or implementation of mergers and acquisitions, joint ventures, strategic alliances or divestiture plans;

 

•

the competitive nature of the industry in which SES and Intelsat operate;

 

•

changing customer demands and preferences;

 

•

potential cyber-attacks against, or other breaches to, SES’s or Intelsat’s information technologies systems;

 

•

unfavorable outcomes in legal and regulatory proceedings and government investigations that SES or Intelsat may become, a party to;

 

•

the failure of the Acquisition to close for any other reason;

 

•

the inability for an active market for the CVRs to develop;

 

•

the ability of Intelsat’s shareholders to sell the CVRs received in the Acquisition when desired or at a desirable price;

 

•

the uncertainty in U.S. federal income tax treatment of the CVRs;

 

•

the risk factors discussed under the heading “Risk Factors” in this prospectus;

 

•

uncertainties relating to the outcomes resulting from the FCC’s current C-band proceeding;

 

•

other factors or trends affecting SES’s and Intelsat’s financial condition, liquidity or results of operations; and

 

•

other statements contained in this prospectus regarding matters that are not historical facts.

SES cautions that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the Acquisition and the Transactions and the future results of SES, Intelsat and the Combined Group. In addition, there may be other factors and uncertainties, many of which are beyond our control, that could cause our actual results and events to be materially different from the results referenced in the forward-looking statements. Many of these factors will be important in determining actual future results.

It should also be noted that the unaudited pro forma condensed combined financial information contained in this prospectus has been prepared using the consolidated historical financial statements of SES and Intelsat and is

 

22

presented for illustrative purposes only and should not be considered an indication of the results of operations, including, without limitation, future revenue, or financial condition of SES following the Transactions. The projected financial information for the Combined Group is based on management’s estimates, assumptions and projections and may not be an indication of SES’s financial condition or results of operations following the Acquisition and the Transactions. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of SES and Intelsat.

The forward-looking statements speak only as of the date of this prospectus. Except as required by law, SES and Intelsat undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained in this prospectus are qualified in their entirety by this cautionary statement.

 

23

RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. The risks described below are those that we currently believe may materially affect us. Additional risks not presently known to us, or that we currently consider immaterial, may also materially adversely affect us. For the purposes of the Risk Factors, references to SES are to SES and its subsidiaries.

RISKS RELATING TO THE TRANSACTIONS

The Acquisition is subject to closing conditions that could result in the completion of the Acquisition being delayed or not consummated, which could negatively impact SES’s or Intelsat’s future business, operations and financial condition.

Completion of the Acquisition is conditioned upon the satisfaction of certain closing conditions, including approval of the Acquisition and the Transactions contemplated thereby by Intelsat’s shareholders and receipt of the Regulatory Approvals, all as set forth in the Share Purchase Agreement. Please see the section titled “The Share Purchase Agreement —Conditions to the Closing of the Acquisition” beginning on page 80 of this prospectus for a discussion of the conditions to the completion of the Acquisition. The required conditions to Closing may not be satisfied in a timely manner, if at all, and the Acquisition may not be consummated. Failure to consummate the Acquisition could negatively impact SES or Intelsat’s future business, operations, and financial condition. Any delay in the consummation of the Acquisition or any uncertainty about the consummation of the Acquisition may adversely affect the future business, growth, revenue and results of operations of either or both companies.

If the Acquisition is not completed for any reason, the ongoing business of SES or Intelsat may be adversely affected and will be subject to several risks, including:

 

•

Intelsat or SES may be required to pay the other party a Breach Termination Fee of $300 million plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain circumstances, Intelsat may be required to pay SES a Vote Condition Termination Fee of $300 million, plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain circumstances, and SES may be required to pay Intelsat a Regulatory Condition Termination Fee of $250 million, plus certain documented out-of-pocket expenses, if the Share Purchase Agreement Revise to say “Termination Fees and Commercial Agreement” is terminated under certain other circumstances (see “The Share Purchase Agreement—Termination Fees” beginning on page 83 of this prospectus);

 

•

matters relating to the Acquisition (including arranging permanent financing and integration planning) will require substantial commitments of time and resources by SES’s and Intelsat’s management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to either SES or Intelsat as an independent company;

 

•

the diversion of management’s attention, the reduction in capital spending and acquisitions, the suspension of planned hiring and other affirmative and negative covenants in the Share Purchase Agreement restricting each company’s business;

 

•

failure to pursue other beneficial opportunities as a result of the focus of management of each of the companies on the Acquisition, without realizing any of the anticipated benefits of the Acquisition;

 

•

the increasing difficulty in the highly competitive telecommunications market of competing with satellite (GEO, MEO, and LEO), terrestrial (fixed and wireless) networks, and associated value add service providers;

 

24

•

SES and Intelsat may experience negative reactions to the termination of the Acquisition from customers, clients, licensors, suppliers, or other strategic partners; and

 

•

SES’s and Intelsat’s costs incurred related to the Acquisition, such as legal and accounting fees, must be paid even if the Acquisition is not completed.

In addition, each of SES and Intelsat could be subject to litigation related to any failure to complete the Acquisition or related to any proceeding to specifically enforce SES’s or Intelsat’s obligation to perform their respective obligations under the Share Purchase Agreement.

If any of these risks materialize, they may materially and adversely affect SES and/or Intelsat’s businesses, financial condition, financial results, ratings, stock prices and/or bond prices.

If the Acquisition is completed, SES may fail to realize the anticipated benefits and cost savings of the Acquisition, which could adversely affect SES. In addition, the future results of the Combined Group may be adversely impacted if the Combined Group does not effectively manage its expanded operations following completion of the Acquisition.

The success of the Acquisition will depend, in part, on SES’s ability to realize the anticipated benefits and cost savings from the Acquisition of the Intelsat Group. SES’s ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

 

•

SES’s ability to successfully manage the Combined Group;

 

•

the risk that the Combined Group will not perform as expected;

 

•

the extent to which SES will be able to realize the expected synergies, which include potential savings from re-assessing priority assets and aligning investments, eliminating duplication and redundancy, adopting an optimized operating model between both companies and leveraging scale, and value creation resulting from the combination of the businesses of SES and Intelsat;

 

•

the possibility that SES paid more for Intelsat than the value it will derive from the Acquisition;

 

•

the possibility that SES will not achieve the free cash flow that it has projected;

 

•

the reduction of SES’s cash available for operations and other uses and the incurrence of indebtedness to finance the Acquisition;

 

•

the assumption of known and unknown liabilities of Intelsat; and

 

•

the possibility of a decline of the credit ratings of the Combined Group following the completion of the Acquisition.

If SES is not able to successfully combine the businesses of SES and Intelsat within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or may take longer to realize than expected, and the Combined Group may not perform as expected.

SES and Intelsat have operated and, until completion of the Acquisition will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key SES or Intelsat employees, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of the Intelsat Group and SES in order to realize the anticipated benefits of the Acquisition, so the Combined Group performs as expected include, among others:

 

•

combining the companies’ separate operational, financial, reporting and corporate functions;

 

25

•

integrating the companies’ technologies, products and services;

 

•

identifying and eliminating redundant and underperforming operations and assets;

 

•

harmonizing the companies’ operating practices, employee development, compensation and benefit programs, internal controls and other policies, procedures and processes;

 

•

addressing possible differences in corporate cultures and management philosophies;

 

•

maintaining employee morale and retaining key management and other employees;

 

•

attracting and recruiting prospective employees;

 

•

consolidating the companies’ corporate, administrative and information technology infrastructure;

 

•

coordinating sales, distribution and marketing efforts;

 

•

managing the movement of certain businesses and positions to different locations;

 

•

maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors;

 

•

coordinating geographically dispersed organizations;

 

•

consolidating facilities of Intelsat and SES that are currently in or near the same location;

 

•

effecting potential actions that may be required in connection with obtaining regulatory approvals; and

 

•

the possibility of costly litigation challenging the Acquisition.

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the Acquisition and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the Combined Group.

Furthermore, following completion of the Acquisition, the size of the Combined Group’s business will be significantly larger than the current size of either SES’s or Intelsat’s respective businesses. The Combined Group’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to implement an effective integration of the two companies and its ability to manage a combined business with significantly larger size and scope with the associated increased costs and complexity.

There can be no assurances that the management of the Combined Group will be successful or that the Combined Group will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Acquisition.

SES will incur significant transaction and integration-related costs in connection with the Acquisition.

SES expects to incur a number of non-recurring costs associated with the Acquisition and combining the operations of the two companies. SES will incur significant transaction costs related to the Acquisition, including with respect to the financing for the Closing Cash Consideration to be paid to Intelsat. SES will also incur significant integration related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. SES continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Acquisition and the integration of the two companies’ businesses. While SES has assumed that a certain level of transaction expenses will be incurred, factors beyond SES’s control, such as certain of Intelsat’s expenses, could affect the total amount or the timing of these expenses Although SES expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses should allow SES to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

 

26

In addition, future events and conditions could decrease or delay the accretion that is currently projected, including adverse changes in market conditions, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the Acquisition.

Following the Closing, a significant amount of the Combined Group’s total assets will be related to acquired intangible assets and goodwill, which are subject to annual impairment reviews, or more frequent reviews if events or circumstances indicate that the carrying value may not be recoverable. Because of the significance of these assets, any charges for impairment as well as amortization of intangible assets could have a material adverse effect on the Combined Group’s results of operations and financial condition.

The indebtedness of the Combined Group following completion of the Acquisition will be substantially greater than SES’s indebtedness on a stand-alone basis and greater than the combined indebtedness of SES and Intelsat existing prior to the announcement of the Acquisition. This increased level of indebtedness could adversely affect the Combined Group’s business flexibility and increase its borrowing costs. Any resulting downgrades in SES’s credit ratings could adversely affect SES and/or the Combined Group’s respective businesses, cash flows, financial condition and operating results.

SES expects to incur acquisition-related debt financing of approximately $3 billion (inclusive of any of Intelsat’s existing indebtedness that SES may assume at the Closing). In addition, Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) will receive CVRs, which will entitle the Holder to receive a contingent cash payment upon the potential receipt of certain Gross Proceeds pursuant to the terms and conditions of the CVR Agreement and the Share Purchase Agreement.

SES’s substantially increased indebtedness, its higher debt-to-equity ratio following completion of the Acquisition in comparison to that of SES prior to the Acquisition, and any potential payments it will have to make under the CVR Agreement, among other things, will reduce SES’s flexibility to respond to changing business and economic conditions, will increase SES’s borrowing costs and, to the extent that any new SES debt is subject to floating interest rates, may increase SES’s vulnerability to fluctuations in market interest rates. In addition, the amount of cash required to service SES’s increased indebtedness levels and thus the demands on SES’s cash resources will be greater than the amount of cash flows required to service the indebtedness of SES or Intelsat individually prior to the Acquisition. The increased levels of indebtedness could also reduce funds available to fund SES’s efforts to combine its business with Intelsat and realize expected benefits of the Acquisition and/or engage in investments in product development, capital expenditures, dividend payments, share repurchases and other activities and may create competitive disadvantages for SES relative to other companies with lower debt levels.

SES may be required to raise additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes. SES’s ability to arrange additional financing or refinancing will depend on, among other factors, SES’s financial position and performance, as well as prevailing market conditions and other factors beyond SES’s control. SES cannot assure you that it will be able to obtain additional financing or refinancing on terms acceptable to SES or at all.

In addition, SES’s credit ratings impact the cost and availability of future borrowings, and, as a result, SES’s cost of capital. SES’s ratings reflect each rating organization’s opinion of SES’s financial strength, operating performance and ability to meet SES’s debt obligations or, following completion of the Acquisition, obligations to the Combined Group. Each of the ratings organizations reviews SES’s and Intelsat’s ratings periodically, and there can be no assurance that SES’s or Intelsat’s current ratings will be maintained in the future. SES’s policy is to attain and retain a stable investment grade rating with two of the international reputable credit rating agencies, currently, Fitch Ratings Ireland Limited (Fitch) and Moody’s Italia S.r.l. (Moody’s). SES is currently rated BBB by Fitch and Baa3 by Moody’s.

Downgrades in SES’s and/or Intelsat’s credit ratings could adversely affect SES’s, Intelsat’s and/or the Combined Group’s businesses, cash flows, financial condition and operating results.

 

27

SES may not be able to service all of the Combined Group’s indebtedness and may be forced to take other actions to satisfy SES’s obligations under SES’s indebtedness, which may not be successful. SES’s failure to meet its debt service obligations could have a material adverse effect on the Combined Group’s business, financial condition and results of operations.

SES depends on cash on hand and cash flows from operations to make scheduled debt payments. SES expects to be able to meet the estimated cash interest payments on the Combined Group’s debt following the Acquisition through a combination of the expected cash flows from operations of the Combined Group. However, SES’s ability to generate sufficient cash flow from operations of the Combined Group and to utilize other methods to make scheduled payments will depend on a range of economic, competitive and business factors, many of which are outside of SES’s control. There can be no assurance that these sources will be adequate. If SES is unable to service its indebtedness and fund its operations, SES will be forced to reduce or delay capital expenditures, seek additional capital, sell assets or refinance its indebtedness. Any such action may not be successful and SES may be unable to service its indebtedness and fund its operations, which could have a material adverse effect on the Combined Group’s business, financial condition or results of operations.

The Share Purchase Agreement contains provisions that make it more difficult for Intelsat to pursue alternatives to the Acquisition and may discourage other companies from trying to acquire Intelsat for greater consideration than what SES has agreed to pay.

Until the Closing or, if earlier, the termination of the Share Purchase Agreement, Intelsat has agreed that it will not, and will not authorize or knowingly permit any of its subsidiaries or any of its or their representatives to, directly or indirectly:

 

•

solicit, initiate, knowingly encourage or facilitate, or accept any proposal or offer that constitutes an Acquisition Proposal (as defined below); or

 

•

participate in any third-party discussions, conversations, negotiations or other communications regarding, or furnish to any other person any information with respect to any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal.

Under the terms of the Share Purchase Agreement, Intelsat has agreed to immediately cease and cause to be terminated any discussions with any party that relate to any Acquisition Proposal.

While the parties believe these provisions are reasonable, these restrictions might discourage a third party that has an interest in acquiring all or a significant part of Intelsat from considering or proposing an Acquisition Proposal, even if that party were prepared to pay consideration than the currently proposed Acquisition Consideration.

SES and Intelsat may have difficulty attracting, motivating and retaining executives and other key employees who are critical to its business in light of the Acquisition.

SES’s success after the Transactions will depend in part on the ability of SES to retain key executives and other employees of Intelsat. Uncertainty about the effect of the Acquisition on SES and Intelsat employees may have an adverse effect on each of SES and Intelsat separately and consequently the Combined Group. This uncertainty may impair SES and/or Intelsat’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the Acquisition, as employees of SES and Intelsat may experience uncertainty about their future roles in the Combined Group.

Additionally, Intelsat’s officers and employees may hold Intelsat common shares, and, if the Acquisition is completed, these officers and employees may be entitled to the CVR Consideration in respect of such Intelsat common shares. Officers and employees may hold RSUs and PSUs that will be automatically cancelled and converted into the right to receive from SES, in connection with the Liquidation, the CVR Consideration.

 

28

Pursuant to severance plans maintained by Intelsat, certain key employees of Intelsat are also entitled to receive severance payments upon a termination without cause and/or a resignation for “good reason” on or following completion of the Acquisition. Under these plans, certain key employees of Intelsat potentially could resign from his or her employment following specified circumstances set forth in the applicable plan, including an adverse change in his or her title, authority or responsibilities, compensation and benefits or primary office location that would result in the payments under the arrangements. These payments, individually or in the aggregate, could make retention of Intelsat officers and employees more difficult.

If key employees of SES or Intelsat depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the Combined Group, SES may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the Combined Group’s ability to realize the anticipated benefits of the Acquisition may be materially and adversely affected. No assurance can be given that the Combined Group will be able to attract or retain key employees to the same extent that Intelsat has been able to attract or retain employees in the past.

Furthermore, SES and Intelsat compete for employees with other satellite companies, as well as large and well-known companies. In the context of low unemployment rates and a shortage of qualified candidates, SES and Intelsat may have difficulties in hiring competent employees due to the Acquisition. If SES or Intelsat are unable to source and retain key talent, this could have a negative impact on their respective ability to deliver their respective objectives and, in turn, on SES’s business, financial situation and results.

Intelsat’s executive officers and directors have interests in the Acquisition that may be different from the interests of shareholders of Intelsat.

Intelsat shareholders should be aware that Intelsat’s directors and executive officers have interests in the Acquisition that may be different from, or in addition to, the interests of Intelsat shareholders generally, including potential severance benefits, upon certain types of termination of employment following the consummation of the Transactions, accelerated vesting and payment of outstanding RSUs and PSUs pursuant to the Share Purchase Agreement and rights to ongoing indemnification and insurance coverage. See “Interests of Intelsat’s Directors and Executive Officers in the Acquisition” beginning on page 60 of this prospectus for a more detailed description of these interests. The Intelsat Board were aware of these interests and considered them, in addition to other matters, in evaluating and negotiating the Share Purchase Agreement.

The unaudited pro forma combined financial information included in this prospectus are presented for illustrative purposes only and do not represent the actual financial position or results of operations of the Combined Group following completion of the Acquisition or reflect the effect of any divestitures that may be required in connection with the Acquisition.

The unaudited pro forma combined financial information contained in this prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of SES and Intelsat prior to the Acquisition or that of the Combined Group following the Acquisition for several reasons.

Among other things, the unaudited pro forma combined financial information does not reflect the effect of any potential divestitures that may occur prior to or subsequent to completion of the Acquisition, the projected realization of cost savings following completion of the Acquisition or any changes in applicable law (including applicable tax law) after April 29, 2025. Please see the section titled “Certain Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 103 of this prospectus. The actual financial positions and results of operations of SES and Intelsat prior to the Acquisition and that of the Combined Group following the Acquisition may not be consistent with, or evident from, the unaudited pro forma combined financial information included in this prospectus.

 

29

In addition, the assumptions used in preparing the unaudited pro forma combined financial information included in this prospectus may not be realized and may be affected by other factors, which could lead to material changes to the Combined Group’s business that are not reflected in the unaudited pro forma combined financial information.

Intelsat shareholders will have limited recourse against Intelsat and its management and directors for any claims relating to the Transactions under the U.S. federal securities laws.

Intelsat is neither an issuer of the CVRs in connection with the Transactions nor otherwise subject to the rules and regulations of the SEC that are applicable to a U.S. public company. Furthermore, upon Intelsat’s completion of the Liquidation (See “The Liquidation” beginning on page 64 of this prospectus for a more detailed description of the Liquidation), Intelsat will cease to exist as a Luxembourg société anonyme under applicable law. Accordingly, Intelsat shareholders will have limited recourse against Intelsat and its management and directors for any claims relating to the Transactions under the U.S. federal securities laws.

RISKS RELATING TO THE CVRS

You will not be able to immediately determine the amount of cash to be received under the CVRs, which makes it difficult to value the CVRs.

If any payment is made on the CVRs, it will not be made until the Gross Proceeds, if any, subject to the terms and conditions of the CVR Agreement, are received by SES or its affiliates. Because the amount of any payment on the CVRs will not be able to be determined at the Closing and may not be determined for a significant period of time thereafter, it may be difficult to value the CVRs, and accordingly, it may be difficult or impossible for you to resell or transfer your CVRs. In addition, the CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs. Accordingly, the Holders may not receive any payments on the CVRs.

An active public market for the CVRs may not develop which could have an adverse effect on the resale price, if any, of the CVRs or may limit its value.

The CVRs are a new security for which there is currently no public trading market and an active public trading market for the CVRs may not develop or be sustained, which would have an adverse effect on the resale price, if any, of the CVRs.

SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue. The absence of a listing and the uncertainty as to whether any payments on CVRs will be made may limit the value of the CVRs.

Because there has not been any public market for the CVRs and SES has no current plans to list the CVRs on any securities exchange, the market price and trading volume of the CVRs may be volatile.

Neither SES nor Intelsat can predict the extent to which investor interest will lead to a liquid trading market in the CVRs or whether the market price of the CVRs will be volatile. The market price of the CVRs could fluctuate significantly for many reasons, including, without limitation:

 

•

SES has no current plans, and has no obligation, to list the CVRs on any securities exchange;

 

•

as a result of the risk factors listed in this prospectus;

 

•

for reasons unrelated to the Combined Group’s operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by our customers or competitors regarding their own performance;

 

30

•

regulatory changes that could have an impact on the Combined Group; and

 

•

general economic, securities markets and industry conditions.

You may not receive any payment on the CVRs.

As described in more detail in the section entitled “Related Agreements - Contingent Value Rights Agreement” beginning on page 86 of this prospectus, the form of CVR Agreement to be entered into sets forth the rights of Holders to receive payments under the CVRs. The nature of rights under the CVR Agreement is contractual, and the Holders have no rights except for those expressly set forth in the CVR Agreement.

The events that could result in contingent payments may not occur due to numerous factors. Among other things:

 

•

There may be no governmental order or legislation providing for the clearing of the C-band spectrum underlying the CVRs or any sale or transfer of SES and its subsidiaries usage rights for up to 100 MHz of the C-band downlink spectrum at 3.98-4.2 GHz which results in Gross Proceeds. If there is such an order, it may or may not provide for any payments to SES.

 

•

No payments will be made under the CVR Agreement until the Gross Proceeds are received by SES or any of its affiliates, subject to the terms and conditions in the CVR Agreement.

 

•

If SES is unable to receive the Gross Proceeds, there will be no CVR payments.

Accordingly, the value, if any, of the CVRs is speculative, and the CVRs may ultimately have no value.

SES may repurchase the CVRs, which may reduce the liquidity of the remaining outstanding CVRs.

The CVR Agreement does not prohibit SES from acquiring the CVRs, whether in open market or private transactions. Such acquisitions by SES may prevent the development of an active public trading market for the remaining CVRs or reduce the liquidity of the remaining CVRs, if any, which could adversely affect the resale price of the CVRs.

Regulatory agencies must approve the Acquisition and could impose conditions that affect the value of the CVRs.

SES and Intelsat intend to comply with antitrust laws, telecommunications laws, foreign direct investment laws and other laws and regulations of the United States and any other jurisdiction in which the Acquisition may be subject to review. In connection with giving their approval or consent to the Acquisition, applicable regulatory authorities could impose conditions on SES and Intelsat. Conditions imposed by regulatory authorities could impair the operation of the Combined Group or impact the value of the CVRs and, as a result, adversely affect the ability of the Combined Group to make payments under the CVRs.

The FCC’s current C-band proceeding could impact the value of the CVRs.

On February 27, 2025, the FCC adopted a Notice of Inquiry (“NOI”) seeking comment on whether to make some or all of the 3.98-4.2 GHz portion of the C-band available for more intensive use, which may be terrestrial, satellite-based, or a combination thereof. SES and Intelsat are each still in the process of analyzing the impact of the NOI and may file comments on it with the FCC. We can provide no assurances as to the outcome of this proceeding, including whether it will ultimately result in an order that changes the rights of SES and Intelsat or the Combined Group to use or monetize the C-band spectrum, or whether it will provide for any auction of C-band spectrum or the receipt of proceeds by SES, Intelsat, or the Combined Group in connection with any such auction. The action taken by the FCC in this proceeding could affect the value of the CVRs. The timing and outcome of the FCC proceeding is outside the control of SES and Intelsat.

 

31

The amount of Applicable Expenses incurred by SES in connection with an event of Qualified Monetization may significantly reduce any payment on the CVRs.

The aggregate amount payable to Holders in connection with any event of Qualified Monetization (as defined below) will be reduced by the amount of Applicable Expenses (as defined below) incurred by SES in connection with such event of Qualified Monetization (including any Tax Costs (as defined below)), and, therefore, the payments actually received by a Holder may be significantly less than such Holder’s pro rata portion of the Gross Proceeds received by SES.

The U.S. federal income tax treatment of the CVRs is uncertain.

The U.S. federal income tax treatment of the CVRs is uncertain. There is no authority directly addressing the U.S. federal income tax treatment of receiving payments on the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain. For example, payments with respect to the CVRs could be treated as payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. In addition, it is unclear how a U.S. Holder of the CVRs would recover its adjusted tax basis with respect to payments thereon. It is also possible that, were a payment to be treated as being with respect to the sale of a capital asset, a portion of such payment would constitute imputed interest.

Accordingly, there will be some uncertainty as to the amount, timing and character of any gain or loss recognized by a Holder. For a more detailed summary of the U.S. federal income tax treatment of the CVRs, see “U.S. Federal Income Tax Considerations of the Transactions —U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs” beginning on page 96 of this prospectus.

RISKS RELATING TO SES’S BUSINESS

SES has several large customers, the loss of any of which could materially reduce its revenue and materially adversely affect its business.

SES generates its revenue primarily from commercial agreements that provide satellite transponder capacity and associated services and solutions to its customers. Certain customers have major or significant contracts with SES. However, SES’s customer base is subject to constant change, both in terms of volume and type of service purchased. Some of SES’s major customers could decide not to renew their contracts, seek to renew them on scope or terms that are less favorable to SES or, where a contract contains an early-termination right, may terminate a contract before the end of its term. Given the fast-changing nature of the industry, if a customer decides not to renew an agreement (for example, as a result of developing or increasing relationships with other operators or moving to other telecommunications solutions), it may take a number of years before SES has the opportunity to replace that business. Also, if key customers cease or reduce their purchases from SES by developing or increasing relationships with other satellite solution providers (or moving to other telecommunications solutions) and such key customer cannot be replaced, SES’s revenue may be impacted negatively.

In addition, key customers may go bankrupt or combine with other customers through mergers and acquisitions. Consolidation in the industries in which SES’s customers operate may increase their bargaining power and leverage when negotiating agreements with SES, leading to pressure on pricing. Budget cuts may also be imposed on SES’s governmental customers.

The loss of large customers or the reduction in demand for our services from customers for any of the reasons described in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is exposed to general customer counterparty risk, especially in developing markets.

SES is exposed to risks associated with the financial condition of its customers and their ability to fulfil their contractual obligations. If any customer experiences financial difficulties or fails to fulfil its contractual

 

32

commitments to SES, SES may incur costs enforcing its contractual rights and may incur significant losses. SES has a number of customer contracts where the customer’s payments to SES are scheduled towards the end of the contractual term but the revenue is recognized in SES’s accounts on a linear basis under IFRS accounting standards. As a result, if a customer experiences financial difficulties or fails to fulfil its contractual commitments to SES, SES may not only fail to receive the revenue due from the customer but may also have to record a loss to offset the revenue already recognized in its financial statements.

The level of customer credit risk faced by SES may increase as it grows revenue in developing markets because credit risk tends to be higher in these markets. Any failure of SES’s customers to fulfil their contractual commitments to SES could have a material adverse effect on SES’s business, financial condition and results of operations.

SES may experience a launch delay or failure or other satellite damage or destruction during launch, which could lead to a total or partial loss of the satellite.

Launch delays are a possibility. Satellite launch and in-orbit insurance policies do not compensate for lost revenues and other consequential losses. There is always a small but inherent risk of launch or early-orbit failure, resulting in a reduced satellite lifetime and/or functionality or the total loss of a satellite.

A launch delay or failure could result in significant delays in the deployment of satellites because we will need to secure another launch opportunity, whereas a launch failure will require us to construct a replacement satellite, which will involve significant replacement cost, that may or may not be covered by insurance and could take two years or longer to replace. Although it may be possible in some cases to transfer such launch to another launch service provider, the limited number of launch service providers and the process of scheduling a replacement launch may result in further delays and may limit SES’s options. Launch failure or delays may cause the loss of frequency rights at certain orbital positions, reduce satellite lifetime in the case of an incorrect orbit injection, reduce functionality of the satellite, result in total loss of a mission and, to the extent that there are no other satellites that can be readily redeployed to carry the traffic that we were contracted for, could result in delays in the onset of projected revenue streams or loss of revenue.

In addition, since commercial agreements are signed ahead of launch and generally include provisions allowing a customer to terminate the agreement if such launch fails, is delayed or launch failures are not remedied before an agreed date, any launch failure or delay could cause SES to lose customers to competing satellite operators. Even where launch failures or delays are remedied, such failures or delays could damage SES’s reputation. Satellite launch and in-orbit insurance policies generally do not compensate for lost revenue due to the loss of customers to competitors because of interruption to services or for consequential losses resulting from any launch delay or failure.

The occurrence of launch failures and launch delays could therefore have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s satellites may experience in-orbit destruction, damage or other failures or degradations in performance that could impair the satellites’ commercial performance.

A satellite may suffer in-orbit failures ranging from a partial impairment of its commercial capabilities to a total loss of the asset. Such failure may result in SES not being able to continue to provide service to some of its customers.

Satellite malfunctions, commonly referred to as anomalies, can occur as a result of:

 

•

the satellite manufacturer’s error, including an undetected design, manufacturing or assembly defect, or the use of a new technology that proves to be faulty;

 

33

•

problems with the satellite’s power systems, including circuit failures or other array degradation causing reductions in the power output of the solar arrays on the satellites;

 

•

problems with the satellite’s control systems; or

 

•

general failures, including premature component failure.

 

•

certain of SES’s satellites have experienced, and may in the future experience, anomalies or failures, which could lead to:

 

•

a degradation in commercial performance;

 

•

a reduction in transmission capacity;

 

•

a reduction in the satellite’s operational life;

 

•

outages;

 

•

a reduction in the quantity of operating transponders; or

 

•

the total loss of a satellite.

These anomalies or failures could result in lost revenue until a replacement satellite is launched and could result in increased expenses to replace the satellite. In addition, to the extent that SES has multiple satellites with similar design, problems experienced with one satellite may be experienced with other satellites.

In the event of a GEO satellite failure, SES may not be able to continue to provide service to its customers from the same orbital position or at all, which could harm SES’s reputation and adversely affect its ability to retain existing customers or attract new customers.

The occurrence of any of the risks in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

The actual longevity of SES’s satellites may be shorter than their estimated initial design lives.

The initial design life of a satellite is typically 15 years for GEO satellites and 12 years for medium earth orbit (“MEO”) satellites. The value of a satellite is normally depreciated on a straight-line basis over this period. Changes in the expected fuel life of a satellite, in-orbit anomalies or other technical or commercial factors, may result in its actual life being shorter than designed. If this were to occur, depreciation of the satellite may be accelerated, the lifetime revenue generated by such satellite reduced, thus, resulting in a reduction in the return on investment on the satellite, which in turn could have a material adverse effect SES’s business, financial condition and results of operations.

SES relies on a limited number of launch providers to launch its satellites.

SES relies on a limited number of launch service providers. As such, delays may be incurred in launching satellites in the event of a prolonged unavailability of service from a launch service provider. Any prolonged unavailability of a launch provider could cause a global shortage in launch service capacity, which in turn could adversely affect SES’s business, financial condition and results of operations.

SES is reliant on a small number of satellite manufacturers and secondary suppliers.

SES relies on a small number of satellite manufacturers for the construction of its satellites and suppliers of key components of communications satellites (referred to as secondary suppliers). Dependency on a small number of satellite manufacturers and secondary suppliers may reduce SES’s negotiating power and access to advanced technologies and result in increased satellite procurement risk (for example, due to technical difficulties and design problems with a particular satellite model). SES’s reliance may also result in a higher

 

34

concentration of risk. SES may experience significant delays in procuring new satellites in the event satellite manufacturers experience prolonged problems, operational difficulties or financial difficulties. Furthermore, the difficulties caused by any technical problems with the design of a particular satellite model may be multiplied if several satellites of that design are purchased from that manufacturer. SES may experience significant delays in acquiring and launching new satellites in the event of prolonged problems at one of its secondary suppliers.

The occurrence of any one of the defects or delays described in this paragraph could adversely affect SES’s business, financial condition and results of operations.

SES may not be able to obtain adequate insurance or the desired level of coverage, and insurance premiums may increase.

Satellite insurance is a cyclical market and the price, terms and availability of satellite insurance has fluctuated over the years. Losses experienced by this market in recent years have resulted in a significant hardening of market conditions, which could result in increases in the amount of insurance premiums paid by SES to cover its risks and affect its ability to obtain the desired levels of coverage. This would in turn increase SES’s costs and have an adverse effect on its business, risk profile, financial condition and results of operations.

Satellites may be subject to damage or loss from events that might not be covered by insurance policies.

SES maintains pre-launch, launch and initial in-orbit insurance, as well as third party liability insurance for its satellites. The insurance policies generally contain customary market exclusions from losses resulting from:

 

•

military or similar action;

 

•

any anti-satellite device;

 

•

electromagnetic and radio interference (except for physical damage to a satellite directly resulting from this interference);

 

•

confiscation by any governmental body;

 

•

insurrection and similar acts or governmental action to prevent such acts;

 

•

nuclear reaction or radiation contamination;

 

•

willful or intentional acts by the insured causing the loss or failure of satellites;

 

•

terrorism; and

 

•

cyber attacks.

Furthermore, these insurance policies do not provide compensation for business interruption, loss of market share, reputational damage, incidental and consequential damages. In addition, SES’s third-party liability insurance (which covers losses arising from third party bodily injury and property damage caused by, amongst other things, launch failures and satellite collisions) is subject to a single limit of €400 million of coverage for any one occurrence.

Losses arising from any of the factors in this paragraph could result in material increases in costs or reductions in expected revenue and profits, either of which could have a material adverse effect on SES’s business, financial condition and results of operations.

SES may not be successful in renewing its existing commercial agreements, or in renewing them on terms that are similar to their current terms.

SES’s commercial contracts vary in length. Contracts with customers can vary significantly in term. If SES is unsuccessful in obtaining the renewal of its commercial agreements when they come up for renewal or is unable to obtain commercial terms similar to those currently reflected in its agreements, such as due to budget cuts affecting governmental or other customers, revenue could be adversely affected for some time.

 

35

The inability to renew commercial agreements on terms as favorable as existing agreements could have a material adverse effect on SES’s business, financial condition and results of operations.

SES relies on information systems, satellite control and operations networks and other technology, and a disruption or failure of such systems, networks or technology as a result of unauthorized access, misappropriation of data or other malfeasance may disrupt SES’s business.

Information systems, satellite control, operations and communication networks and other technologies are critical to SES’s operating activities and the fulfilment of its commercial obligations to its customers. SES’s operations may be subject to hacking, malware and other forms of cyber-attacks. Due to the high sophistication of certain attackers and an increasing number of cyber-attacks, it may not always be possible to prevent every such event. Any such event could have an adverse impact on SES’s operations, including service disruption or malfunctions, loss of customers, non-compliance with legal and regulatory requirements, inadvertent violations of data protection, export control and other relevant laws, damage to SES’s reputation or result in damage to SES’s properties, equipment and data. Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events in the future. Third parties may also experience errors or disruptions that could adversely impact SES’s business operations and over which SES has limited control.

SES could be exposed to significant costs, fines and penalties if such risks were to materialize, and such events could damage SES’s reputation and credibility and have a negative impact on its revenue.

The occurrence of any such events or security breaches could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s international operations are subject to a number of risks that could negatively affect future operating results or subject SES to criminal and civil enforcement actions.

SES conducts business around the world. International business is subject to a variety of risks, including:

 

•

lack of developed and/or independent legal systems to enforce commercial, legal and regulatory rights;

 

•

greater risk of uncollectible accounts and longer collection cycles;

 

•

foreign currency exchange volatility;

 

•

inflation and deflation;

 

•

fraud and political corruption;

 

•

anticompetitive or protectionist behavior;

 

•

uncertain and changing tax rules, regulations and rates;

 

•

logistical and communication challenges;

 

•

economic and financial conditions in the markets in which SES operates; and

 

•

political conditions in the markets in which SES operates as well as geopolitical events in or affecting such markets (such as the currently on-going conflict between Russia and Ukraine, as well as the war in Gaza and tensions in the Middle East more generally).

In addition, SES may be subject to civil or criminal liability under the U.S., United Kingdom, EU, Canada and other laws and regulations pertaining to economic sanctions, export controls, competition and anti-bribery requirements. SES has procedures, policies and controls in place that are designed to detect and prevent instances of non-compliance with such requirements. There have nonetheless been a few instances when SES has identified activities that may have constituted violations of applicable requirements.

 

36

In such circumstances, SES has taken prompt action to investigate and remediate such activities and to adjust its controls to prevent such occurrences in the future. Any failure by SES to obtain or maintain required licenses and authorizations or failure to comply with sanctions, export control, competition and anti-bribery laws and regulations may render it impossible for SES to provide satellite capacity and services to certain countries or customers and potential customers. Further, any failure by SES to obtain or maintain required licenses and authorizations or failure to comply with sanctions, export control, competition, and anti-bribery laws and regulations may render it impossible for SES to provide satellite capacity or services to countries that are subject to sanctions, to purchase satellites and equipment from certain vendors (including U.S. manufacturers and suppliers), restrict SES’s ability to conduct business with U.S. government entities, expose SES and its employees to significant fines and other penalties and/or cause reputational damage. Additionally, the failure of SES’s vendors or suppliers to obtain the necessary export and other authorizations could affect SES’s ability to acquire, launch or operate satellites.

Risks and violations of international and national laws and regulations may negatively affect future operations or subject SES to criminal or civil enforcement actions, including potential financial penalties. Although SES has policies and procedures to monitor and address legal and regulatory compliance, there can be no guarantee that such policies and procedures will prevent all violations of applicable regulations. Moreover, there can be no guarantee that SES’s employees or agents will not violate these requirements or will not engage in activities that result in SES’s direct or indirect violation of such applicable regulations. See “— See Risk Factor Relating to — SES is subject to export control laws including those of the United States which may preclude exporting satellites for launch, satellite-related hardware, technology, data and services or preclude sourcing these items in the United States.” below for further information.

SES’s business with the U.S. government is subject to U.S. national security laws and regulations. As a result of the indirect ownership by a non-U.S. parent company and the classified nature of its business, SES Space & Defense (SES S&D) (“SES S&D”) is currently subject to a proxy agreement (the “Proxy Agreement”) with the U.S. government. The imposed proxy structure is common practice for businesses serving certain segments of the U.S. government. The Proxy Agreement places strict limitations on the information that may be shared between SES S&D and SES and its subsidiaries. The Proxy Agreement also imposes various restrictions on the control of SES S&D by SES. SES S&D operates under the leadership of an independent proxy board approved by the U.S. Department of Defense. SES’s internal controls and SES’s internal audit may not be fully effective or implemented due to the restrictions imposed by the Proxy Agreement. Further, a breach of the Proxy Agreement could place all or part of the SES S&D business with the U.S. government at risk.

The occurrence of any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s operations and systems are subject to external threats, including sabotage, terrorist attacks and natural disasters.

As a satellite operator, SES is subject to a number of risks that could impair its operations and systems, including sabotage, terrorist acts, piracy, attack by anti-satellite devices, jamming, unintentional interference and natural disasters. Such occurrences are generally excluded from SES’s insurance coverage. See “ —Risks Relating to SES’s Business—Satellites may be subject to damage or loss from events that might not be covered by insurance policies”.

The occurrence of any of these risks may lead to a temporary or permanent interruption in service and/or result in a loss of customers, reputational damage or reduced revenue, any of which could have a material adverse effect on SES’s business, financial condition and results of operations.

 

37

SES is exposed to risks inherent in doing business in developing markets.

The current geopolitical risk environment is high, with active conflict in the Middle East and in Ukraine, and the possibility of more in Europe, the Middle East and the Pacific. The ongoing changing landscape in relation to U.S. politics may also drive implications on U.S. and European defense policy and expenditure.

SES’s development strategy involves targeting new geographical areas and developing markets, such as in Africa, Latin America and Asia and potentially developing joint ventures or partnerships with local telecommunications, media and financial businesses in such markets in order to improve market access for its services.

Expansion into these regions may not be successful, and even if successful, SES is exposed to the inherent risks of doing business in those regions, such as instability arising from political or economic factors or differences in legal and regulatory regimes. See “—Risks Relating to SES’s Business—SES’s international operations are subject to a number of risks that could negatively affect future operating results or subject SES to criminal and civil enforcement actions,” for additional information.

Such instability could cause difficulties in SES’s ability to operate, increase costs or lead to an unexpected reduction in the demand for SES’s services. In addition, in some developing markets, customers may be less financially secure and run a higher risk of insolvency than in more developed markets. The failure of a customer to make payments for SES’s services or honor its agreements would lead to a reduction in SES’s revenue. Protectionist policies on foreign satellite capacity (national operator preference) as well as sanction regimes in certain countries pose further risks, mainly in developing markets.

The occurrence of any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is subject to general risks associated with its strategic investments.

SES has a number of strategic investments that it does not fully control and may enter into similar arrangements in the future. As a result, SES is dependent in part on the cooperation of other investors and partners in protecting and realizing the full potential of certain investments. SES may not be able to prevent strategic partners from taking actions that are contrary to SES’s business interests or objectives or are inconsistent with SES’s views of what is the best strategy for the investment. In certain circumstances, it may become necessary for SES to invest further funds or fulfil its contractual obligations, or SES may be restricted from realizing the value of its investment.

For more information about SES’s strategic investments. See “—Risks Relating to SES’s Business—Business Strategic Investments,” for additional information.

SES is exposed to the risk of increasing the sales of lower margin value-add services compared to the typically higher margin satellite capacity sales.

SES’s development strategy includes improving our offerings by trying to differentiate ourselves with an increased focus on sales of value-add services to counter competition and commoditization of traditional satellite capacity sales. An unsuccessful execution of this strategy may lead to significantly higher costs, that may not be compensated by identical or higher revenues, or the loss of operational efficiency, leading to customer dissatisfaction.

Any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

 

38

Pursuing external growth opportunities or contracts may not yield the expected benefits.

As part of its strategy, SES regularly evaluates opportunities to make strategic acquisitions or to increase its stake in ventures in which it currently has an interest. SES’s desired strategic investments may not yield expected benefits due to a number of factors including uncertain or changing market conditions, financing costs and legal and regulatory issues.

In addition, if SES were to enter into significant new contracts in the future (including in relation to the European Commission’s IRIS European secure satellite connectivity project), these would carry execution, operational, market and financial risks associated with such projects, including additional capital expenditure.

Failure to pursue or complete strategic growth opportunities or the potentially significant expenditure incurred in entering new contracts may prevent SES from growing its business, which could in turn result in a material adverse effect on SES’s business, financial condition and results of operations.

The telecommunications industry is highly competitive, and SES faces competition from satellite (GEO, MEO and LEO), terrestrial (fixed and wireless) networks, and alternate distribution technologies.

SES is subject to a number of risks relating to competition. SES’s competitors include other satellite operators, as well as many national and regional operators. In addition, competitive entry by various in-orbit and planned LEO constellations is a highly disruptive development in the satellite eco-system. Based on strong financial backing, vertical integration and technological advancements, such competitors have entered or are planning to enter market segments that SES is targeting.

The development of national satellite programs may hinder SES’s ability to compete in those countries on standard economic terms. The new capacity (which may be significant) may also negatively impact the transponder supply/demand dynamics in those markets and result in lower transponder capacity pricing. The implementation of national satellite systems may also increase the risk that market access for foreign satellite operators will be restricted. In addition, some national operators enjoy advantages in their domestic markets, such as tax and regulatory advantages or government funding, that are not available to SES. These or other competitive advantages could result in a reduction in SES’s business in such regions.

SES’s business is vulnerable to increasing presence from non-traditional video distribution options, new Direct-to-Consumer (“D2C”) offers and other online video players. While relying on a distribution architecture that does not include satellites, in most cases, these options provide SES’s customers with alternative and increasingly favored means of reaching their audiences than via satellite.

Developments and increasing competition in the media segment could result in a demand reduction for SES’s satellite services and/or pricing changes resulting in a significant negative impact on its revenues. Content providers that utilize satellite services for traditional broadcast and cable distribution are investing heavily in making their content available via Internet-based streaming and on-demand services. As a result, viewers are increasingly “cutting the cord” on cable and satellite TV services and switching from linear TV consumption facilitated by satellite to on-demand consumption via various streaming platforms over the Internet. These shifting consumer preferences and the emergence of terrestrial technological substitution, particularly non-linear over-the-top (“OTT”) services, could result in a reduction in demand for satellite-based distribution.

SES also faces competition from other forms of communications technology and services, such as providers of mobile satellite communications solutions as well as terrestrial (fixed and wireless) networks, including cable, fiber optic, digital subscriber line (“DSL”), radio relay broadcasting, very-high-frequency/ultra-high-frequency transmission, worldwide interoperability for microwave access (“WiMAX”), advanced Wi-Fi, 2G, 3G, 4G/long-term evolution (“LTE”) and 5G. Any increase in the technical and commercial effectiveness or geographic spread of these competing service providers and technologies could result in a reduction in demand for SES’s satellite service offering and could make it more difficult for SES to retain or develop its customer portfolio.

 

39

Some terrestrial (fixed and wireless) operators may receive federal or state aid and subsidies not available to SES, which could give them a competitive advantage over SES.

The technological advancement of competitors to bolster cost efficiency, the disruption of existing business models by non-satellite players, and significant competition between satellite solution providers could lead to an oversupply of the services we provide, greater pressure on prices of such services or a reduction in the demand for SES’s services, which could negatively impact our profits or revenue. These could in turn have a material adverse effect on SES’s business, financial condition and results of operations.

Changes in technology or the satellite communications market could make SES’s satellite telecommunications system obsolete or subject to lower or reduced demand.

Although, on the whole, the demand for satellite communications has been stable over the past years, in the future the market may not grow as much as expected, may not grow at all, or it may shrink. Technological innovations that serve as alternatives to satellites could render satellite technology obsolete or less cost-competitive, and consumer viewing preferences may shift in a way that makes other technologies better suited to delivering the broadcast content that currently accounts for a big part of the demand for SES’s commercial offering. The use of new technology to improve signal compression rates or changes in consumer preferences (such as increased demand for new forms of video distribution, in particular non-linear or linear content provision via broadband technologies by existing pay-TV providers or “over-the-top” by new entrants, or increased consumption via devices not fed directly or indirectly via satellite), or future trends in viewing not yet anticipated, could lead to a reduction in demand for SES’s satellite capacity and associated services and solutions. Existing technologies, such as fiber optic cable, are currently competing with satellite technology and expanding their geographic reach and may experience innovations that make them more effective competition for satellites. See “—Risks Relating to SES’s Business— The telecommunications market is highly competitive and SES faces competition from satellite (GEO, MEO and LEO), terrestrial and wireless networks,” for additional information.

Similarly, demand for the current generation and future generations of high definition television (HDTV) and ultra-high definition television (UHDTV) which SES expects to be a major driver of demand for satellite capacity in future periods, may fail to reach the levels SES currently expects, which could lead to lower than expected demand for SES’s capacity.

If SES cannot quickly and efficiently adapt to these changes, its satellites could become obsolete or less competitive, leading to an inability to retain existing customers or attract new customers, a reduction in demand for its services, and a negative impact on revenue.

Any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

If SES or its customers fail to obtain and maintain required regulatory approvals, SES may not be able to operate its existing satellites or maintain or expand its operations.

SES must obtain and maintain approvals from authorities to operate or offer satellite capacity or services. This often involves significant time and expense. For example, SES must obtain authorization or market access (i.e., permission to offer services or capacity) in certain countries to permit SES’s satellites to transmit or receive signals to, from or within these countries. The failure to obtain or maintain the necessary authorizations to operate satellites or to obtain the requisite market access or approvals to provide services in certain countries could lead to loss of revenue. In addition, licensing authorities may revoke rights to use frequencies at an orbital location if that orbital location is left vacant beyond the period permitted by such regulator. If SES cannot obtain, is delayed in obtaining or does not maintain in good standing, the required regulatory approvals or loses authorizations as a result of changes to regulations or other government actions, it may not be able to provide existing or future services to customers or expand to new customers or into new services.

 

40

In addition, customers are responsible for obtaining and maintaining certain regulatory approvals for their operations. As a result, there may be governmental regulations of which SES is not aware or which may adversely affect the operations of customers. SES could lose revenue if customers fail to comply with such approvals, if regulations are changed and customers are unable to satisfy the terms of any new regulations, if necessary, approvals are not granted on a timely basis or at all, in any jurisdictions in which customers wish to operate or provide services or if applicable restrictions in those jurisdictions become unduly burdensome.

The occurrence of any of the risks in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

There may be less publicly available information relating to SES than there is for issuers that are not foreign private issuers because SES, as a foreign private issuer, is exempt from a number of rules under the Exchange Act, and is permitted to file less information with the SEC than issuers that are not foreign private issuers.

As a foreign private issuer under the Exchange Act, SES is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, SES is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the SES Board and SES’s officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information relating to SES than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by SES in accordance with Luxembourg law, which may differ in scope, substance or timing from such disclosure requirements under the Exchange Act. It is expected that after the Acquisition, SES will remain a foreign private issuer.

SES’s status as a foreign private issuer is subject to an annual review and test and will be tested again as of June 30, 2025 (the last business day of its second fiscal quarter of 2025).SES would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of SES’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of SES’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of SES’s assets are located in the United States; or (iii) SES’s business is administered principally in the United States. If SES loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, SES would likely incur substantial costs in fulfilling these additional regulatory requirements and members of SES’s management would likely have to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled.

If SES remains a foreign private issuer after the Acquisition, you may not have the same protections afforded to shareholders of companies that are required to comply with all of Exchange Act rules.

SES’s business is subject to extensive regulation and is sensitive to regulatory changes in each of the countries in which it provides services.

The operation of SES’s business is and will continue to be subject to the laws and regulations of the governmental authorities of the countries where SES operates, uses radio spectrum, offers satellite services and/or capacity. Regulation and legislation are extensive and outside SES’s direct control. New or modified rules, regulations, legislation or decisions by a relevant governmental, inter-governmental entity or the International Telecommunication Union (“ITU”) could materially and adversely affect operations.

 

41

In particular, the operations of SES’s existing satellites are authorized by, among others, the Grand Duchy of Luxembourg (Luxembourg), the U.S., the Netherlands, Germany, France, the United Kingdom, Gibraltar, the Bailiwick of Jersey (Jersey), Mexico, Canada, Sweden, Bermuda, the Andean Community and Brazil, and therefore subject to the regulatory authority of those jurisdictions. Although SES believes that it is substantially in compliance with regulatory requirements in these countries and the countries in which it operates and offers satellite capacity and services, there can be no assurance that SES will maintain the authorizations necessary to operate its existing satellites or obtain required authorizations in the future, which would affect future prospects.

In addition, SES’s operations are subject to various laws and regulations relating to sustainability. SES, as an owner or operator of property and in connection with current and historical operations at some of its sites, could incur significant costs, including clean-up costs, fines, sanctions and third-party claims, as a result of violations of or liabilities under sustainability laws and regulations, including Corporate Sustainability Due Diligence Directive, Directive 2006/114/EC concerning misleading and Comparative Advertising (Greenwashing) and the Corporate Sustainability Reporting Directive laws. SES believes that its operations are in compliance with sustainability laws and regulations.

Furthermore, SES may in the future become subject to laws and regulations of which it is not presently aware. If SES fails to comply with all applicable laws and regulations, it could lose revenue from services provided to the countries covered by those laws and regulations and subject SES to criminal or civil penalties.

Failure to obtain or maintain the required authorizations described in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

The ITU or national administrations may not allocate orbital slots and associated frequencies to permit SES to maintain or augment its satellite systems, or may restrict SES’s access to frequencies on its satellite systems.

SES needs access to orbital slots and associated frequencies to permit it to maintain or grow its satellite system and service offerings.

The ITU establishes radio regulations and is responsible for the allocation of spectrum for particular uses, and the allocation to particular national administrations of orbital locations and/or spectrum. SES can only access spectrum through ITU filings made by national administrations.

Orbital slots, satellite orbits and associated frequencies are a limited resource. The ITU and national regulators may reallocate spectrum from satellite to terrestrial uses. National administrations are increasingly charging for access to spectrum by way of fees and auctions. In addition, national administrations may revoke SES’s rights to use spectrum, even when SES has an established business at a particular orbital location.

Any reallocation of spectrum from satellite to terrestrial uses or fees by national administrations may have a significant adverse effect on SES’s business, financial condition and results of operations.

SES’s ability to use a satellite at a given orbital location or a satellite system in its orbit and assigned frequencies for its proposed service or coverage area may be adversely affected by coordination issues.

Like other satellite operators, SES is required to record, through relevant national administrations, frequencies and orbital locations used by its satellites with the ITU and to coordinate the operation of its satellites with the satellite networks filed with the ITU through other national administrations so as to prevent or reduce harmful interference between its satellites and the satellites of other operators. It may not always be possible to achieve successful coordination. This could affect the planned operation by SES of its satellites. In certain cases, SES might also be required to coordinate any replacement satellite that has performance characteristics which differ from those of the satellite that it replaces.

 

42

As a result of such coordination, SES may be required to modify the proposed satellite coverage areas or satellite design or transmission plans in order to eliminate or minimize harmful interference with other satellites or ground-based facilities. Those modifications may mean that use of a particular orbital position or frequencies is restricted, possibly to the extent that it may not be economical to replace a satellite. In addition, interference concerns of a country may affect the ability of SES’s satellite network to generate revenue due to the operational restrictions that the country may impose. Such operational restrictions may include, but are not limited to, restricting transponder power over the intended area, requiring receiving or transmitting earth stations to use a minimum antenna size or using steerable coverage to avoid a specific geographical area.

Similarly, if and to the extent that ITU regulations or other contractual or regulatory constraints fail to prevent competing satellite operators from operating their satellites in a manner that causes harmful interference with existing or future satellites operated by SES, the performance of SES’s satellites in the affected areas could be adversely affected.

Coordination issues with other satellite operators arise from time to time, and SES may not always be able to resolve such issues quickly, or at all, which could lead to reputational harm, loss of customers, deterioration of SES’s relationships with other operators, degradation of signal quality resulting from interference from satellites of other operators, operating or design restrictions that make SES’s services in a particular region less competitive or non-economic or limit SES’s ability to fully utilize the capabilities of a particular satellite or satellite system, and, to the extent an issue is not resolved in SES’s favor, potential loss of rights. Such issues also expose SES to the risk of litigation.

Any of the factors described in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

If SES does not occupy unused orbital locations or satellite orbits by specified deadlines, or does not maintain satellites in the orbital locations SES currently uses, those orbital locations or satellite orbits may become available for use by other satellite companies.

Orbital locations, satellite orbits or frequency bands that SES uses or is planning to use may become available for other satellite operators to use if SES does not:

 

•

occupy unused orbital locations or satellite orbits by specified deadlines;

 

•

maintain satellites in their orbital locations or satellite orbits; and/or

 

•

operate in all the frequency bands that have been filed at the ITU and for which a license has been received.

SES has access to orbital locations and satellite orbits that have been filed at the ITU through various national administrations. For each filing, the ITU and the national regulators impose conditions that must be met in order to secure use of the spectrum and SES must determine, based on those conditions, which frequencies it will bring into use and on what schedule. Operational issues like satellite launch failure, construction or launch delay or in-orbit failure can compromise SES’s access to the spectrum at specific orbital locations and satellite orbits. SES is committed to the highest quality in satellite procurement and launch, which helps to reduce this risk. In addition, SES’s large fleet may permit the relocation of in-orbit satellites in order to meet the regulatory conditions. However, there is no guarantee that SES will always be able to prevent this risk and the loss of an orbital location could have a material adverse effect on SES’s business, financial condition and results of operations.

 

43

SES is subject to export control laws including those of the United States which may preclude exporting satellites for launch, satellite-related hardware, technology, data and services or preclude sourcing these items in the United States.

SES must comply with applicable export control laws and regulations including applicable U.S. and EU export control laws in connection with any information, data, services, products or materials that it provides to, or receives from, companies relating to communications satellites, launch vehicles and associated equipment, customer equipment and data related to each. SES may not be able to maintain normal international business activities or meet customer commitments if:

 

•

export licenses or approvals cannot be, or are not, obtained or are obtained but later withdrawn due to breach of or changes in policy;

 

•

export licenses or approvals are not obtained in a timely manner;

 

•

export licenses or approvals do not permit transfer of some or all items requested;

 

•

launches with their products or materials are not permitted by certain suppliers or in certain regions; or

 

•

the requisite license, when granted, contains conditions or restrictions that pose significant commercial or technical issues.

Such occurrences could impede construction and delay the launch of any future satellites, or the delivery of customer services, negatively impacting current or future revenue, which could have a material adverse effect SES’s business, financial condition and results of operations.

Global economic turmoil, trade wars and tariffs, and regional economic conditions could adversely affect SES’s business.

Global economic turmoil resulting from events such as wars, including trade wars, recession, global pandemics, bank failures, inflation or rising interest rates, may cause general tightening in the credit markets, lower levels of liquidity, increases in rates of default and bankruptcy, levels of intervention from the European Union and foreign governments, decreased consumer confidence, overall slower economic activity and extreme volatility in credit, equity and fixed income markets.

A decrease in economic activity in regions of the world in which SES operate, including in developed and developing countries may have a negative effect on our performance, which could delay the onset of new revenue and could adversely affect demand for our products and services. This situation could be further worsened by political instability in such countries and their governments’ inability to take timely action to deal with such crisis. Furthermore, financial institution failures may make it more difficult to finance any future acquisitions or engage in other financing activities. These factors could adversely affect our revenue and earnings.

Imposition of tariffs or other trade barriers and changes in trading policies, potential retaliatory measures, or uncertainties in international trade policies and regulations may adversely impact SES’s operations, particularly given SES’s presence across multiple jurisdictions. We are unable to predict the ultimate result or duration of any changes to tariffs imposed by the U.S. or any other country, or tariff countermeasures that may be taken by any country.

SES is exposed to risks associated with macroeconomic conditions in the global economy, both in developing markets and developed markets.

An economic slowdown in the countries where SES operates may have a negative effect on SES’s performance if potential customers face difficulties funding their business plans, which could in turn delay the onset of new revenue and have an impact on the demand for SES’s products and services. This situation could be further affected by measures concerning the currencies adopted in the countries where SES operates, as well as

 

44

by political instability and governments’ inability to take timely action to deal with the crisis. Where such risks materialize, this could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s ability to provide services in certain countries or to certain customers or end users may be restricted or prohibited due to sanctions compliance laws and regulations.

As an international company, SES’s business is subject to applicable financial and trade sanctions compliance laws and regulations. Sanctions laws and regulations restrict SES’s ability to provide services or export hardware or software in or to certain countries, persons or specific entities. In some cases, SES may be able to obtain an authorization from the relevant sanctioning country in order to provide service that would otherwise be prohibited by sanctions; however, there is no guarantee that such authorization will be granted. As a result, SES may be required to forgo commercial opportunities that are subject to sanctions.

SES has policies and systems in place designed to monitor the company’s activities and to prevent engaging in prohibited activities or dealing with sanctioned parties. Failure to obtain or maintain required sanctions authorizations or failure to comply with applicable sanctions laws and regulations could have a material adverse effect on SES’s business, financial condition and results of operations.

Failure to generate cash flow or access other capital resources could force SES to reduce its operations or default on debt service obligations.

If, for any reason, SES is not successful in implementing its business model, cash flow and capital resources may not be sufficient to repay indebtedness. If SES were unable to meet debt service obligations or comply with covenants, a default under debt agreements would occur. To avoid a possible default or upon a default, SES could be forced to reduce or delay the completion or expansion of the satellite fleet, sell assets, obtain additional equity capital or restructure its debt. Any such action could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s financial results may be materially adversely affected by unforeseen additional tax assessments or other tax liabilities.

SES does business in many different countries and is subject to tax liabilities on its business operations in multiple tax jurisdictions. SES makes provisions in its accounts for current and deferred tax liabilities and tax assets based on a continuous assessment of tax laws relating to it.

SES may become subject to unforeseen material tax claims, including late payment interest and/or penalties, and in some cases retroactive tax assessments.

If SES becomes subject to a significant amount of unanticipated tax liabilities or has its transfer pricing arrangements successfully challenged, it could have a material adverse effect on SES’s effective tax rate, business, financial condition and results of operations.

SES is exposed to liquidity, currency and foreign exchange, interest rate and counterparty risks.

SES is exposed to risks in relation to liquidity, foreign currency, interest rates, credit risk on financial assets, financial credit from counterparties and capital management. Failure to adequately manage these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is exposed to impairment of intangible assets, property plant & equipment and assets in the course of construction.

SES’s intangible assets, satellites and ground segment assets are valued at historical cost less amortization, depreciation and accumulated impairment charges. Impairment testing procedures are performed annually, or

 

45

whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The SES Group determines an estimate of the recoverable amount, as the higher of: (1) the fair value less cost of disposal and, (2) its value-in-use, to determine whether the recoverable amount exceeds the carrying amount included in the consolidated financial statements.

As a result of the impairment tests conducted as of December 31, 2024, no impairment charges against goodwill were recorded (2023: €1,548 million). In addition, the SES Group recorded €93 million of impairment reversal related to orbital slot license rights for the year ended December 31, 2024 (2023: €1,677 million of impairment expense). The SES Group’s goodwill and orbital slot license rights balances as of December 31, 2024 were €143 million and €477 million, respectively.

SES has identified material weaknesses in its internal control over financial reporting. If SES is unable to successfully remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, SES may be subject to increased risks and liabilities.

Although SES is not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “SOX Act”), in the course of preparation of our financial statements for the years ended December 31, 2024, 2023, and 2022 and in connection with the preparation of this prospectus, SES identified material weaknesses with respect to its internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses SES identified relate to (i) lack of appropriately designed and maintained information technology general controls, including controls to address segregation of duties, and (ii) the aggregation of deficiencies in the design and implementation of controls and insufficient risk assessment procedures over certain business processes, including controls to address segregation of duties and documentation of evidence of the execution of controls.

SES has concluded that these material weaknesses arose because it did not have business processes, systems, personnel and related internal controls that would have satisfied the accounting and financial reporting requirements of a public company under the SOX Act. None of the material weaknesses described above resulted in misstatement to SES’s consolidated financial statements. However, the material weaknesses described above could result in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

To address the identified material weaknesses, SES has added qualified personnel and engaged third-party specialists to assist with evaluating and documenting the design and operating effectiveness of its internal controls over financial reporting and to assist with the remediation of deficiencies, including implementing new controls and processes. SES intends to continue to take steps to remediate the material weaknesses described above through hiring additional personnel with public company experience, and further reviewing and updating its accounting and business processes related to internal controls over financial reporting. SES may be unable to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period.

SES can give no assurance that the measures it is taking or plans to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. While SES is currently in the process of remediating the material weaknesses, it cannot assure you that these efforts will remediate its material weaknesses in a timely manner, or at all. If SES is unable to successfully remediate our material weaknesses, or identify any future material weaknesses, the accuracy and timing of its financial reporting may be adversely affected, it may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, the market price of its stock may decline as a result, and

 

46

it could be subject to sanctions or investigations by a stock exchange, the SEC, or other regulatory authorities. Failure to remediate any material weakness in SES’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict its future access to the capital markets.

SES has not evaluated its internal controls over financial reporting in accordance with the SOX Act because no such evaluation has been required. Upon the effectiveness of the registration statement of which this prospectus forms a part, SES will become subject to the periodic reporting and to the informational requirements of the Exchange Act applicable to a foreign private issuer and expect to file information with the SEC, including an Annual Report on Form 20-F and Current Reports on Form 6-K. SES also will become subject to the SOX Act but will take advantage of exemptions from compliance with its provisions related to assessments of internal controls over financial reporting. SES expects that, following its fiscal year ended December 31, 2026, it will lose its exemption related to an auditor’s attestation related to its internal controls over financial reporting and Section 302 of Sarbanes-Oxley will require its management to make certifications as to the effectiveness of its internal controls over financial reporting.

As part of SES’ future evaluation of internal controls over financial reporting, to ensure compliance with the SOX Act, it may identify additional material weaknesses. If SES fails to maintain the adequacy of its internal controls, it could be subject to regulatory scrutiny, civil or criminal penalties or litigation. Any inability to provide reliable financial reports could harm its business. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over its financial processes and reporting in the future, could harm its operating results, cause it to fail to meet its reporting obligations or cause investors to lose confidence in its reported financial information.

The FCC’s current C-band proceeding could impact the value of SES’s satellites and services.

On February 27, 2025, the FCC adopted an NOI seeking comment on whether to make some or all of the 3.98-4.2 GHz portion of the C-band available for more intensive use, which may be terrestrial, satellite-based, or a combination thereof. The outcome of this proceeding may impact the rights or ability of SES, Intelsat, or the Combined Group to use or monetize the C-band spectrum. It is also uncertain whether the proceeding will provide for any auction of C-band spectrum or provide monetary incentives to SES, Intelsat, or the Combined Group. An unfavorable outcome in this proceeding may have a material adverse effect on SES’s business, financial condition and results of operations. See “The FCC’s current C-band proceeding could impact the value of the CVRs” for additional information.

 

47

ABOUT THE ACQUISITION

Overview / Background of the Transactions

As part of their efforts to strengthen their respective businesses and enhance shareholder value, the boards of directors and senior management of each of SES and Intelsat regularly review and assess their respective companies’ operations, performance and prospects and the strategic landscape in the industries in which they operate, including the possibility of pursuing various strategic alternatives. As part of these reviews, from time to time, the boards of directors and senior management of each of SES and Intelsat have held conversations and communicated with various investment banking firms and other advisors regarding their respective considerations of potential strategic transaction opportunities and other strategic alternatives available to each of them.

In March 2022, shortly after Intelsat’s emergence from bankruptcy, Steve Collar, SES’s then-Chief Executive Officer, sent Stephen Spengler, Intelsat’s then-Chief Executive Officer, a presentation advocating exploring a potential combination of the two companies. The presentation did not address either structure or the key economic terms of the combination.

Between March 21-24, 2022, Mr. Spengler and Dave Wajsgras, Intelsat’s incoming Chief Executive Officer, discussed the potential combination with Mr. Collar in Washington, D.C. Messrs. Spengler, Wajsgras and Collar agreed that the companies should enter into a non-disclosure agreement to further explore the potential combination.

In May 2022, (i) Intelsat and SES executed a confidentiality agreement and (ii) Mr. Collar sent Mr. Wajsgras a nonbinding offer letter, which set forth certain high-level proposed terms for a stock-for-stock combination of Intelsat and SES (the “Initial Proposed Transaction”), that would result, among other things, in Intelsat’s shareholders owning approximately 40% of the combined company’s economic interests on a fully diluted basis (the “Initial Proposed Economic Ownership Split”).

On June 1, 2022, at the direction of representatives of Intelsat, representatives of PJT Partners LP, a financial advisor to Intelsat (“PJT Partners”), had a discussion with representatives of Guggenheim Securities, LLC, a financial advisor to SES (“Guggenheim Securities”), to ask a series of clarification questions regarding the Initial Proposed Transaction and discuss the agenda for an in-person meeting to be held in Washington, D.C. later in June 2022.

On June 14, 2022, representatives of Intelsat (including Mr. Wajsgras, Anthony O’Brien (Intelsat’s Chief Financial Officer) and Michelle Bryan (Intelsat’s General Counsel)), SES (including Mr. Collar, Sandeep Jalan (SES’s Chief Financial Officer) and Greg Orton (SES’s Vice President of Mergers and Acquisitions)), PJT Partners and Guggenheim Securities met at the Washington, D.C. offices of Skadden, Arps, Slate, Meagher and Flom LLP (Intelsat’s legal counsel in connection with the Initial Proposed Transaction (“Skadden”)) to discuss the rationale for the Initial Proposed Transaction, business and financial updates for the respective companies, and certain terms of the Initial Proposed Transaction, including the Proposed Economic Ownership Split and terms related to the governance and integration of the combined company (“Proposed Governance Terms”). Intelsat provided to SES a preliminary, high-level reaction to the Initial Proposed Transaction based on public information, including a view that the appropriate ownership split should be 50/50 and that the transaction should be a merger-of-equals from a governance perspective.

In July 2022, (i) members of Intelsat management and members of SES management made management presentations to each other at Skadden’s Washington, D.C. offices and (ii) the Intelsat Board discussed on two occasions the Initial Proposed Transaction with Messrs. Wajsgras and O’Brien, Ms. Bryan, PJT Partners and Skadden. Following these discussions, the Intelsat Board authorized PJT Partners to send SES a non-binding counterproposal for the Initial Proposed Transaction, including a revised Initial Proposed Economic Ownership Split and Proposed Governance Terms that the Intelsat Board believed to be commensurate with a 50% economic ownership split and a merger-of-equals transaction.

 

48

From August 2022 through January 2023, representatives of Intelsat (including, from time to time, certain members of the Intelsat Board, Messrs. Wajsgras and O’Brien and Ms. Bryan), certain Intelsat shareholders, SES (including, from time to time, Messrs. Collar, Jalan, Orton, Jacques Thill (acting in his capacity as a member of the SES Board) and Ramu Potarazu, then SES Board member (acting in his capacity as a member of the SES Board) and Ms. Anne-Catherine Ries (acting in her capacity as Vice-Chairperson of the SES Board)) and their respective advisors, including PJT Partners, Guggenheim Securities, Skadden and Gibson, Dunn & Crutcher LLP (SES’s legal counsel in connection with the Initial Proposed Transaction (“Gibson Dunn”)), had numerous discussions and, in November 2022, met at Skadden’s Washington, D.C. offices in an effort to reach alignment on certain of the key terms for the Initial Proposed Transaction, including the Proposed Economic Ownership Split and the Proposed Governance Terms. In addition, during this period, the parties exchanged multiple drafts of a nonbinding term sheet for the Initial Proposed Transaction. During this period, members of Intelsat management, representatives of PJT Partners and Skadden regularly updated, and received direction from, the Intelsat Board on the discussions with SES, and members of SES management, representatives of Guggenheim Securities and Gibson Dunn regularly updated, and received direction from, the SES Board on the discussions with Intelsat.

In February 2023, Intelsat and SES agreed to a nonbinding term sheet setting forth certain terms for the Initial Proposed Transaction, including an Initial Proposed Economic Ownership Split of 45.5% for Intelsat’s shareholders and certain Proposed Governance Terms. However, a number of key issues remained outstanding and the likelihood of reaching agreement on the Initial Proposed Transaction remained highly uncertain. In addition, at no point during the negotiations related to the Initial Proposed Transaction did Intelsat and SES enter into a binding exclusivity agreement related to business combination discussions.

From February 2023 through June 2023, Gibson Dunn and Skadden exchanged multiple drafts of a definitive transaction agreement and related ancillary agreements. In addition, during this period, representatives of Intelsat (including, from time to time, certain members of the Intelsat Board, Messrs. Wajsgras and O’Brien, and Ms. Bryan), certain Intelsat shareholders, SES (including, from time to time, Messrs. Collar, Jalan, Orton and Potarazu, and Ms. Ries) and their respective advisors, including PJT Partners, Guggenheim Securities, Skadden, Gibson Dunn, Elvinger Hoss Prussen (Intelsat’s Luxembourg legal counsel in connection with the Initial Proposed Transaction (“Elvinger”)), Hogan Lovells US LLP (SES’s regulatory legal counsel in connection with the Initial Proposed Transaction), Arendt & Medernach (SES’s Luxembourg legal counsel in connection with the Initial Proposed Transaction (“Arendt”)) and Ropes & Gray LLP (legal counsel to certain Intelsat shareholders managed, advised or sub-advised by Pacific Investment Management Company LLC), had numerous discussions, including at an in-person meeting in March 2023 at Skadden’s Washington, D.C. offices and a May 2023 meeting at Gibson Dunn’s New York City offices, in an effort to resolve major open issues across the transaction agreements. The parties were unable to resolve all open issues, including certain Proposed Governance Terms. As a result, the likelihood of reaching agreement on the Initial Proposed Transaction remained highly uncertain.

On March 29, 2023, it was reported in the press that SES and Intelsat were in advanced talks regarding a potential business combination. SES publicly confirmed the press report later that day but emphasized that the prospect of a positive outcome to the negotiations remained uncertain.

On June 12, 2023, SES announced that Mr. Collar would be stepping down as SES’s CEO at the end of June 2023, and that Ruy Pinto, SES’s Chief Technology Officer, would assume the role of CEO until a permanent successor was announced.

On June 21, 2023, the Intelsat Board met to consider the status of negotiations regarding the Initial Proposed Transaction and determined that there was not a viable path forward at that time. Following the meeting, Ms. Jinhy Yoon (acting in her capacity as a member of the Intelsat Board) informed Ms. Ries of the Intelsat Board’s decision, and Mr. Wajsgras sent Mr. Pinto a letter terminating the negotiations with respect to the Initial Proposed Transaction.

 

49

On June 22, 2023, SES issued a press release confirming that its discussions with Intelsat with respect to the Initial Proposed Transaction had ceased.

Following the termination of the negotiations with respect to the Initial Proposed Transaction, the Intelsat Board continued to evaluate Intelsat’s businesses and strategic planning, including considering potential strategic alternatives, and the SES Board continued to evaluate SES’s businesses and strategic planning, including considering potential strategic alternatives.

On February 28, 2024, the SES Board met to consider the status of SES’s strategic options and potential strategic alternatives. During the meeting, the SES Board and members of SES’s management discussed potentially pursuing an acquisition of Intelsat. Following these discussions, the SES Board authorized the submission of a preliminary, non-binding proposal to Intelsat for a potential all-cash acquisition of Intelsat by SES.

On March 10, 2024, Mr. Potarazu and representatives of Guggenheim Securities contacted representatives of PJT Partners to request an in-person meeting with Ms. Yoon to discuss a potential all-cash offer by SES to acquire Intelsat. PJT Partners notified Mr. Wajsgras of the request.

On March 11, 2024, Ms. Yoon, Mr. Potarazu and representatives of PJT Partners and Guggenheim Securities met in Newport Beach, California and via video conference. At the meeting, Mr. Potarazu, on behalf of SES, proposed that SES would acquire Intelsat (the “Proposed Acquisition”) for $3.0 billion in cash and CVRs entitling Intelsat’s equity holders to 20% of the net proceeds of any C-band spectrum monetization by the combined company (such percentage, the “CVR Net Proceeds Split”) during the 5-year period following the Closing (the “CVR Term”). Mr. Potarazu also proposed (i) a reverse termination fee payable by SES to Intelsat if the Share Purchase Agreement were terminated due to the failure of the parties to obtain a required regulatory approval (the “Proposed Regulatory Reverse Termination Fee”) of $200 million and (ii) that the holders of two-thirds of Intelsat common shares would enter into voting and support agreements. Ms. Yoon told Mr. Potarazu that SES should submit a formal written proposal to the Intelsat Board along with a draft definitive transaction agreement reflecting SES’s proposed terms for the Proposed Acquisition, and Mr. Potarazu indicated that SES would do so.

In mid-March 2024, Intelsat formally retained PJT Partners as its financial advisor in connection with the Proposed Acquisition.

SES was permitted to conduct certain bring down business and financial due diligence from March 12, 2024 to March 19, 2024 in order for SES to be appropriately informed if it decided to submit a written proposal to the Intelsat Board.

On March 18, 2024, Adel Al-Saleh, SES’s new Chief Executive Officer, and Mr. Wajsgras met in Washington, D.C. to discuss the general terms of a nonbinding proposal letter that could be sent as early as the following day. Mr. Wajsgras acknowledged the economics of the proposal as stated by Mr. Al-Saleh, but provided no feedback.

On March 19, 2024, Mr. Al-Saleh sent to the Chairperson of the Intelsat Board, a nonbinding proposal letter (the “March 19 Proposal”), setting forth proposed terms for the Proposed Acquisition, including that SES would acquire Intelsat for $2.8 billion in cash and CVRs with a 20% CVR Net Proceeds Split and a 5-year CVR Term. Mr. Al-Saleh also sent an initial draft of the Share Purchase Agreement. The initial draft of the Share Purchase Agreement included, among others, the following terms: (i) the purchase price would be reduced, dollar-for-dollar, for any Intelsat shareholder dividends, repurchases or redemptions made since January 29, 2024, and that all such Intelsat shareholder dividends, share repurchases or share redemptions would not exceed $500 million (the “Shareholder Return Adjustment” and the “Shareholder Return Cap”, respectively); (ii) the purchase price would be reduced, dollar-for-dollar, for any expenses of Intelsat payable to third parties prior to

 

50

the Closing in connection with the Transactions (the “Third-Party Transaction Expenses”) in excess of $75 million; (iii) the purchase price would be reduced, dollar-for-dollar, for certain payments to employees in connection with the Transactions (the “Employee Transaction Payments”), including severance; (iv) a $200 million Proposed Regulatory Reverse Termination Fee; (v) a $300 million termination fee payable by Intelsat to SES in the event the Share Purchase Agreement is terminated due to the failure of the parties to obtain the Intelsat shareholder approval (the “Proposed Shareholder Vote Termination Fee”); (vi) SES would not be required to take certain actions, or agree to certain terms, in connection with obtaining the required antitrust and telecommunication approvals (such actions, the “Proposed Burdensome Conditions”); (vii) a provision that any liability or loss of Intelsat in excess of $300 million or a loss of revenue of Intelsat in excess of $150 million in any fiscal year, would be a material adverse effect on Intelsat (the “Proposed MAE Trigger Provision”); (viii) the holders of two-thirds of Intelsat common shares would enter into voting and support agreements substantially concurrently with the execution of the Share Purchase Agreement; and (ix) the Share Purchase Agreement would be governed by Luxembourg law. In addition, the draft Share Purchase Agreement did not include a “fiduciary out” for Intelsat.

On March 21, 2024, the Intelsat Board discussed the March 19 Proposal and draft Share Purchase Agreement with Messrs. Wajsgras and O’Brien, Ms. Bryan, PJT Partners and Skadden (Intelsat’s legal counsel in connection with the Proposed Acquisition). Following that discussion, the Intelsat Board’s consensus was that Mr. Wajsgras should send a counter proposal to Mr. Al-Saleh setting forth, among other things, the following positions: (i) a $1 billion Shareholder Return Cap; (ii) certain expenses incurred in connection with obtaining the required antitrust approvals (the “Regulatory Expenses”) would not be considered third-party transaction expenses for purposes of the related purchase price adjustment; (iii) severance payable to any Intelsat executive under the terms of his or her employment agreement would not be considered Employee Transaction Payments for purposes of the related purchase price adjustment; (iv) a $300 million Proposed Regulatory Reverse Termination Fee; (v) no Proposed Shareholder Vote Termination Fee; (vi) a narrower scope of Proposed Burdensome Conditions; (vii) no Proposed MAE Trigger Provision; (viii) the Share Purchase Agreement would include a “fiduciary out” for Intelsat; (ix) the Share Purchase Agreement would be governed by Delaware, New York or English law; (x) Intelsat would endeavor to obtain voting and support agreements from holders of approximately 55% of Intelsat’s common shares; and (xi) a 55.4% CVR Net Proceeds Split and a ten-year CVR Term. In addition, the Intelsat Board’s consensus was that Intelsat should counter with a proposed purchase price of $3.35 billion in cash, with SES’s option to substitute up to $250 million of such purchase price with Class A shares of SES.

On March 22, 2024, Mr. Wajsgras sent Intelsat’s counterproposal on the issues described above (other than purchase price) to Mr. Al-Saleh, along with a non-binding term sheet for the CVRs, and on March 24, 2024, at the direction of representatives of Intelsat, PJT Partners sent Intelsat’s counterproposal on purchase price to Guggenheim Securities. At this stage in the negotiations, there remained a number of major open issues, and the Proposed Acquisition remained highly uncertain.

From late March 2024 through mid-April 2024, representatives of Intelsat (including, from time to time, Messrs. Wajsgras and O’Brien and Mss. Bryan and Yoon), SES (including, from time to time, Messrs. Al-Saleh, Orton and Thai Rubin (Chief Legal Officer of SES)) and their respective advisors, including PJT Partners, Guggenheim Securities, Morgan Stanley & Co. LLC (a financial advisor to SES (“Morgan Stanley”)), Skadden and Gibson Dunn (SES’s legal counsel in connection with the Proposed Acquisition), discussed the open issues with respect to the Proposed Acquisition on multiple occasions, and the parties exchanged multiple counterproposals, including CVR term sheets. During this period Messrs. Wajsgras and O’Brien and Mss. Bryan and Yoon, PJT Partners and Skadden regularly updated, and received direction from, the Intelsat Board on the discussions with SES, including at an Intelsat Board meeting on March 27, 2024, and a separate discussion on April 9, 2024. In turn, members of SES management, and representatives of Guggenheim Securities, Morgan Stanley and Gibson Dunn regularly updated, and received direction from, the SES Board on the discussions with Intelsat.

 

51

During the course of these discussions, representatives of SES raised with representatives of Intelsat the possibility of the parties entering into a binding exclusivity agreement related to business combination discussions. However, Intelsat would not agree to such an arrangement during the course of the negotiations for the Proposed Acquisition.

By mid-April 2024, Intelsat and SES had agreed to, among others, the following terms, subject to resolution on all other open issues and completion of definitive documentation: (i) a purchase price of $3.1 billion in cash; (ii) a 42.5% CVR Net Proceeds Split and seven-and-a-half-year CVR Term; (iii) a $750 million Shareholder Return Cap, provided that no such shareholder return would result in Intelsat holding a cash balance of less than $300 million; (iv) a $250 million Proposed Regulatory Reverse Termination Fee, together with a commercial agreement to be entered into between the parties in the event the Share Purchase Agreement is terminated under circumstances, among others, in which SES would owe the Proposed Regulatory Reverse Termination Fee; (v) the scope of Proposed Burdensome Conditions; (vi) no Proposed MAE Trigger Provision; (vii) the Share Purchase Agreement would not include a “fiduciary out” for Intelsat; (viii) the Share Purchase Agreement would be governed by Luxembourg law, except that any action by a party to specifically enforce the terms of the Share Purchase Agreement would be governed by New York law; and (ix) Intelsat and SES would seek voting and support agreements from holders of two-thirds of Intelsat’s common shares, which SES maintained it would require prior to the execution of the Share Purchase Agreement.

However, a number of key open issues remained, and the likelihood of reaching agreement on the Proposed Acquisition remained highly uncertain, particularly in light of the lack of exclusivity, the fact that discussions for the Initial Proposed Transaction had terminated after advanced negotiations, and the uncertainty as to whether holders of two-thirds of Intelsat’s common shares would enter into Support Agreements.

On April 13, 2024, Skadden sent Gibson Dunn a revised draft of the Share Purchase Agreement reflecting the parties’ agreement to the terms described above, as well as, among others, the following positions: (i) the purchase price would be reduced dollar-for-dollar, for any Third-Party Transaction Expenses (other than Regulatory Expenses) and any Employee Transaction Payments (other than double-trigger severance payable to any Intelsat executive under the terms of his or her employment agreement) solely to the extent that the aggregate amount of such Third-Party Transaction Expense and Employee Transaction Payments were in excess of $75 million (the “Transaction Expense Adjustment” and the “Proposed Transaction Expense Adjustment Threshold”, respectively); (ii) the Proposed Shareholder Vote Termination Fee would be removed if holders of two-thirds of Intelsat’s common shares executed a voting and support agreement; and (iii) SES would assume substantially all of Intelsat’s liabilities, other than liabilities arising from the Intelsat shareholders agreement, the agreements governing Intelsat’s warrants or the liquidation expenses (the “Liabilities Assumption”).

Also on April 13, 2024, Gibson Dunn sent Skadden an initial draft of a form Support Agreement.

On April 17, 2024, Mr. O’Brien, Ms. Bryan, Mr. Orton, Mr. Potarazu and representatives of PJT Partners, Guggenheim Securities, Skadden and Gibson Dunn met at Skadden’s Washington, D.C. offices to discuss the open Share Purchase Agreement issues, including the Proposed Transaction Expense Adjustment, the Proposed Shareholder Vote Termination Fee and the Liabilities Assumption.

On April 20, 2024, Gibson Dunn sent a revised draft of the Share Purchase Agreement to Skadden reflecting the following positions: (i) the inclusion of Regulatory Expenses in the Transaction Expense Adjustment; (ii) the exclusion of double-trigger severance payable to any Intelsat executive under the terms of his or her employment agreement from the Transaction Expense Adjustment was subject to additional due diligence; (iii) a dollar-for-dollar purchase price adjustment for (1) any new indebtedness incurred by Intelsat prior to the Closing, and (2) Intelsat’s delivery of a cash balance under $300 million at the Closing; (iv) a $300 million Proposed Shareholder Vote Termination Fee regardless of whether holders of two-thirds of Intelsat’s common shares executed a voting and support agreement; and (v) the Liabilities Assumption would only include certain specified liabilities of Intelsat.

 

52

Also on April 20, 2024, Skadden sent initial drafts of the Intelsat disclosure schedules and the CVR Agreement to Gibson Dunn.

Between April 21, 2024 and April 28, 2024, Messrs. Wajsgras and O’Brien and Mss. Bryan and Yoon and other Intelsat representatives, together from time to time with their advisors PJT Partners and Skadden, had multiple discussions with Messrs. Al-Saleh, Orton and Rubin and other SES representatives, together from time to time with their advisors Guggenheim Securities and Gibson Dunn, to discuss and negotiate the open issues in the transaction documents, and the parties exchanged multiple drafts of the Share Purchase Agreement and ancillary agreements, including the Intelsat disclosure schedules, the Support Agreements and the CVR Agreement. During this period, the parties agreed on certain terms, including the following, subject to resolution on all other open issues and completion of definitive documentation: (i) a $300 million Proposed Shareholder Vote Termination Fee, (ii) the inclusion of a dollar-for-dollar purchase price adjustment for Intelsat’s delivery of a net cash balance under $300 million at the Closing (taking into account indebtedness of Intelsat to the extent incurred after the date of execution of the Share Purchase Agreement), (iii) the Liabilities Assumption would include substantially all of Intelsat’s liabilities other than certain specified liabilities, and (iv) a Proposed Transaction Expense Adjustment Threshold of $82 million, which would (a) include Regulatory Expenses other than those incurred in connection with litigation related to the required regulatory approvals for the Transactions and (b) exclude severance payable to senior executives of Intelsat (other than Mr. Wajsgras) as a result of termination of employment at or after the Closing.

The Intelsat Board met in Luxembourg on April 28, 2024, with members of Intelsat’s senior management and representatives of PJT Partners, Skadden and Elvinger in attendance, to review the Transactions. At the meeting, Elvinger presented to the Intelsat Board on its duties under Luxembourg law with respect to the Transactions. Following discussion, the Intelsat Board approved the Transactions and directed Intelsat senior management to finalize and execute the Share Purchase Agreement.

The SES Board met on April 29, 2024, with members of SES’s senior management and representatives of Guggenheim Securities, Morgan Stanley and Gibson Dunn in attendance, to review the Transactions, during which the SES Board was apprised of its duties under Luxembourg law with respect to the Transactions. Following discussion, the SES Board approved the Transactions and directed SES senior management to finalize and execute the Share Purchase Agreement.

Over the course of April 28 and April 29, 2024, the parties finalized the Share Purchase Agreement and other transaction documents. However, it remained unclear whether Intelsat would be able to deliver Support Agreements from holders of two-thirds of Intelsat’s common shares, which SES would require before executing the Share Purchase Agreement.

Early in the morning on April 30, 2024, Intelsat and SES executed and delivered the Share Purchase Agreement, and Intelsat, SES and certain Intelsat shareholders holding more than two-thirds of Intelsat’s common shares executed and delivered the Support Agreements. SES and Intelsat announced the Transactions prior to the opening of European markets on April 30, 2024.

SES’s Reasons for the Transactions

The SES Board unanimously approved the Transactions and Share Purchase Agreement. The SES Board viewed favorably the business operations and prospects of the Combined Group following the Closing, as described below, and took into account SES’s existing knowledge and familiarity with the business and operations of Intelsat. In reaching its determination, the SES Board consulted with SES’s management, as well as with SES’s legal and financial advisors, and considered a variety of factors weighing favorably towards the Transactions, including the factors described below.

SES believes that the Transactions will allow it to create a stronger and more competitive multi-orbit operator with an optimized network, increased revenue in highly valuable and growth business units, stronger

 

53

financial profile, and greater ability to invest in the future to better compete in a dynamic, fast-moving, and competitive communications landscape and to realize other significant benefits, including the following:

 

•

Financial Benefits. The Acquisition brings together two trusted operators with expected combined gross backlog of approximately €9 billion (as of December 31, 2024), growth-oriented portfolios concentrated on networks business unit with expanding demand, shared vision of delivering seamless end-to-end customer solutions, and complementary investment in innovation, while also sharing strong balance sheet metrics and long-term cash generation fundamentals.

 

•

Synergies. By integrating the two companies, SES expects to deliver synergies from the combination of selling, general, and administrative savings as well as optimization of third-party capacity costs and future efficiencies in procurement. The remaining synergies will be captured from optimizing the combined satellite fleets and ground infrastructure with the process expected to start soon after the Closing.

 

•

Expanded Capabilities. The Combined Group is expected to be a stronger multi-orbit operator better able to compete in a fast-moving communications landscape and respond to the evolution of competing communications technologies, such as new and rapidly emerging non-GEO satellite constellations from well-funded LEO satellite providers and greater commoditization of satellite capacity and connectivity. With a combined fleet of more than 100 GEO and 26 MEO satellites, the combined SES will benefit from enhanced coverage, greater network resiliency, complementary spectrum (C-, Ku-, Ka-, Military Ka-, X-band, and Ultra High Frequency) rights, and improved service delivery utilizing an expanded network of ground segment assets. By end-2026, eight new GEO (including 6 software-defined) satellites and seven new MEO (O3b mPOWER) satellites are expected to be launched adding further redundancy and additional growth capacity.

 

•

Growth and Future Investment. SES estimates that its government, mobility, and fixed data sub-unit with expanding customer demand for reliable, high-performance connectivity solutions will represent around 60% of SES’s total expanded revenue base of €3.8 billion, underpinning the SES Group’s orientation to valuable growth segments. The Combined Group is expected to have a stronger financial profile compared with the standalone SES, with expected combined gross backlog of €9 billion (as of December 31, 2024) underpinning future cash flow visibility, expected adjusted EBITDA of around €1.8 billion (as of December 31, 2024) demonstrating robust profitability, and expected adjusted EBITDA less CapEx of €0.9 billion (as of December 31, 2024) supporting recurring cash generation fundamentals. In turn, the stronger financial profile is expected to enhance SES’s ability to better invest in future network infrastructure, customer solutions, and future use-cases and/or business diversification opportunities with a better risk profile, than could be done by the two companies on a standalone basis.

 

•

Expanded Capabilities and Network. With the creation of a stronger multi-orbit operator, customers across government, mobility, fixed data, and media sub-units are expected to benefit from an expanded set of capabilities and solutions which will enable them to expand their network reach, add further resiliency, improve productivity across their operations, and bring world-class experiences to their end-users. The Combined Group will be able to better meet growing government demand for secure, reliable, and high-performance connectivity for a wide range of mission-critical applications. Customers will benefit from the integrated, multi-orbit solutions of both companies and their expertise in delivering trusted services for some of the most demanding government agencies and missions around the world.

 

•

In mobility, customers will be better served from bringing together the two companies’ complementary offerings, notably Intelsat’s commercial aviation division which today is serving nearly 3,000 connected aircraft, and SES’s maritime business which includes supporting five major cruise line operators via fully managed, multi-orbit connectivity agreements. The Combined Group will also support the evolving needs of channel partners across the segments.

 

54

•

In fixed data, customers will be able to take advantage of the Combined Group’s expanded multi-orbit network coverage, complementary innovations in software-defined delivery, and competitive offerings capable of seamless integration with cloud and 5G applications. Both companies have a proven record serving the requirements of major telecommunications companies, mobile network operators and cloud service providers in this growth segment.

 

•

In media, the Transactions bring together complementary capabilities for customers including pay-TV operators, free-to-air/free-to-view platforms, public and private broadcasters, and sports and events brands who will have access to global audience reach with improved redundancy features via a competitive range of broadcast solutions, plus additional value-added services.

 

•

Sustained Shareholder Return. The Combined Group is expected to generate approximately €3.8 billion in annual revenue and is expected to deliver low- to mid-single digit average annual growth over the medium-term, based on our 2024 outlook. Growth will be driven by the combination of high growth government, mobility, and fixed data businesses, anchored by a media business with solid cash generation fundamentals, despite contracting capacity demand in mature markets due to expansion of terrestrial broadband networks and changing consumer viewing habits against which the Combined Group will be better positioned to compete.

 

•

Provisions of the Share Purchase Agreement. The SES Board considered the structure of the transaction and terms and conditions of the Share Purchase Agreement, including the financial terms discussed above, the conditions to completion of the Transactions and the termination rights and the obligations of the parties to pay Termination Fees or reimburse expenses in certain circumstances.

 

•

Strategic Alternatives. The SES Board considered the strategic alternatives to the Transactions available to SES in the United States, Luxembourg and globally, including forgoing the Transactions and continuing to execute on SES’s long-term business strategy, potential areas of organic investments, and other business combination opportunities, and the expectation of SES’s management that the Transactions presented a more favorable opportunity for SES’s shareholders in light of, among other factors, the potential rewards, risks and uncertainties associated with pursuing those other alternatives.

 

•

Likelihood of Completion. The SES Board considered the regulatory approvals required to consummate the transaction and the expectation of SES’s management that the Transactions would be approved by the requisite governmental authorities on a timely basis, without the imposition of conditions that would materially adversely affect the businesses of the Combined Group after the Transactions.

The SES Board also identified and considered certain potentially negative factors in its deliberations to be balanced against the positive factors, including:

 

•

the costs and expenses associated with the Transactions;

 

•

the possibility that SES would be required to pay a Termination Fee to or reimburse a certain amount of expenses of Intelsat under certain circumstances, as more fully described under the section of this prospectus titled “Termination Fees and Commercial Agreement”;

 

•

the provisions of the Share Purchase Agreement that place restrictions on the interim operations of SES and its subsidiaries pending the Closing, as described under the section of this prospectus titled “The Transaction—Covenants and Agreements—Conduct of Businesses of SES Pending Completion of the Transaction”;

 

•

the significant amount of indebtedness that SES would incur in connection with the Transactions;

 

•

the potential payments under the CVRs that SES would become responsible for in connection with the Transactions;

 

•

the risk that the Transactions might not be consummated despite the parties’ efforts or that the Closing may be unduly delayed; and

 

55

•

the other risks described under the sections of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

After consideration of these factors, the SES Board determined that, overall, the potential benefits of the Transactions outweighed the potential risks.

This discussion of the information and factors considered by the SES Board includes the material positive and negative factors considered by the SES Board, but it is not intended to be exhaustive and may not include all the factors considered by the SES Board. The SES Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Share Purchase Agreement and the Transactions. Rather, the SES Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the SES Board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the SES Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.”

Intelsat’s Reasons for the Transactions

The Intelsat Board unanimously (i) determined that the terms of the Share Purchase Agreement and the ancillary agreements related thereto are in the best interests of Intelsat, (ii) approved the Transactions, the Share Purchase Agreement and the ancillary agreements related thereto and (iii) recommended that Intelsat’s shareholders approve the Share Purchase Agreement and the Transactions at a duly held meeting of Intelsat’s shareholders. In reaching its determination, the Intelsat Board consulted with Intelsat’s management, as well as with Intelsat’s legal and financial advisors, and considered a variety of factors weighing favorably towards the Transactions, including the factors described below:

 

•

Intelsat’s Business. The Intelsat Board’s understanding of Intelsat’s historical businesses, operations, financial condition, earnings and strategy.

 

•

Financial Performance. The Intelsat Board’s understanding of Intelsat’s business plan and historical and projected financial performance, the perceived risk of continuing as a standalone company (including the risks and uncertainties in executing on such business plan and achieving such financial performance) or pursuing other strategic alternatives, general macroeconomic challenges and regulatory and market risks.

 

•

Cash Consideration. The Intelsat Board’s belief that the total cash consideration of $3.1 billion, subject to certain closing adjustments, will provide certainty of value and liquidity to Intelsat’s shareholders while eliminating long-term business and execution risks.

 

•

CVR Consideration. The Intelsat Board’s belief that the CVRs, if triggered, will provide Intelsat’s shareholders with an opportunity to realize potential additional value through additional cash payments, and the fact that the CVRs will be registered securities and freely transferable.

 

•

Negotiations with SES. The fact that the Intelsat Board and Intelsat’s senior management, in coordination with Intelsat’s outside legal counsel and financial advisor, vigorously negotiated on an arm’s-length basis with SES with respect to price and other material terms and conditions of the Share Purchase Agreement.

 

•

Likelihood of Completion. The Intelsat Board’s view, after consultation with Intelsat’s senior management and outside legal counsel, concerning the likelihood that regulatory approvals and clearances necessary to consummate the Transactions would be obtained.

 

•

Shareholder Value. The cash consideration and CVRs payable in connection with the Transactions reflected extensive negotiations between Intelsat and SES and their respective advisors, and the belief of the Intelsat Board that such consideration represents the best economic value available to Intelsat’s shareholders, taking into account execution, business, competitive, industry, regulatory and market risks and tax consequences.

 

56

•

Favorability Over Alternatives. The Intelsat Board’s review of other strategic alternatives not involving the acquisition of the Intelsat Group, and the Intelsat Board’s belief that the Transactions presented a more favorable opportunity for Intelsat’s shareholders than the potential value that might result from other strategic alternatives available to Intelsat.

 

•

Effect of Failing to Enter into the Share Purchase Agreement. The possibility that, if the Intelsat Board declined to approve the Share Purchase Agreement, there may not be another opportunity for Intelsat’s shareholders to receive a comparably priced transaction with a comparable level of closing certainty.

 

•

SES Creditworthiness. The fact that SES is a creditworthy entity with substantial assets, and the Share Purchase Agreement permits Intelsat to pursue damages or seek specific performance remedies to cause SES to perform its obligations under the Share Purchase Agreement, including its obligation to close the Transactions after the satisfaction or waiver of all applicable closing conditions.

 

•

Financing. The fact that SES has obtained committed debt financing for the Transactions from reputable financial institutions, and that SES has represented that it will have sufficient cash funds for the entire amount of the cash consideration and other fees and expenses payable in connection with the Transactions.

 

•

Support Agreements. The entry into the Support Agreements by certain Intelsat shareholders.

 

•

Other Terms of the Share Purchase Agreement. Certain other terms and conditions of the Share Purchase agreement, including the following:

 

•

the limited number of closing conditions included in the Share Purchase Agreement, including the absence of a financing condition or similar contingency that is based on SES’ ability to obtain financing as well as the likelihood of satisfaction of all conditions to completion of the Transactions;

 

•

the requirement of the parties to use reasonable best efforts to obtain approvals or clearances by applicable governmental authorities, including by divesting assets, holding assets separate or otherwise taking any other action necessary to obtain such approvals or clearances, except to the extent that the taking of any such actions would reasonably be expected to result in certain burdensome conditions;

 

•

the requirement that, in the event of the termination of the Share Purchase Agreement in certain circumstances due to the parties’ failure to obtain all required regulatory approvals, SES will pay Intelsat a termination fee of $250 million;

 

•

the requirement that, in the event of the termination of the Share Purchase Agreement under certain circumstances, SES will enter into the Commercial Agreement on terms that are, in the Intelsat Board’s view, favorable to Intelsat; and

 

•

the Outside Date (as defined below) under the Share Purchase Agreement, after which Intelsat or SES subject to specified exceptions, may terminate the Share Purchase Agreement, allows for sufficient time to consummate the Transactions.

The Intelsat Board also identified and considered certain potentially negative factors in its deliberations to be balanced against the positive factors, including:

 

•

the fact that Intelsat’s shareholders will lose the opportunity to realize additional potential long-term value through Intelsat’s successful execution as a standalone company, and will not benefit from increases, if any, in the value of Intelsat’s common shares in the future;

 

•

the risk that the CVRs may yield little or no value for Intelsat shareholders or that transactions which would trigger payments pursuant to the CVRs do not occur before the applicable CVR Outside Date (as defined below) under the CVR Agreement, thereby causing Intelsat shareholders not to receive value that could otherwise be obtained from the CVRs (and the fact that the holders of the CVRs will generally have no control over the spectrum monetization efforts undertaken by SES);

 

57

•

the risk that a liquid market may never develop for the CVRs, or that holders of the CVRs will not be able to transfer such CVRs on acceptable terms if desired;

 

•

the risk that the Transactions will be delayed or will not be completed, including the potential loss of value to Intelsat shareholders and the potential negative impact on the financial position, operations and prospects of Intelsat if the Transactions are delayed or are not completed for any reason;

 

•

the fact that the Acquisition Consideration distributable to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) in connection with the Liquidation will be reduced by the “Black-Scholes” value of the outstanding Intelsat warrants, which value will be determined by a third party valuation firm in connection with the consummation of the Transactions;

 

•

the possibility that regulatory agencies may delay, object to or challenge the Transactions or may impose terms and conditions on their approvals that adversely affect the business or financial results of Intelsat or SES, and the fact that SES is not required to agree to certain remedies that would reasonably be expected to result in certain burdensome conditions;

 

•

the risk that potential claims against or other outstanding liabilities of Intelsat may delay the Intelsat shareholders’ (including holders of Intelsat’s vested RSUs and PSUs) receipt of the Acquisition Consideration in connection with the Liquidation of Intelsat;

 

•

the fact that there can be no assurance that the Transactions will be completed on the anticipated timeline or at all;

 

•

the provisions of the Share Purchase Agreement that restrict the ability of Intelsat to solicit or negotiate alternative transactions;

 

•

the risk of incurring substantial expenses related to the Transactions, including the significant costs involved in connection with negotiating the Share Purchase Agreement and completing the Transactions and any potential litigation related thereto, that may reduce the amount of cash consideration payable by SES in connection with the Transactions;

 

•

the substantial management time and effort required to consummate the Transactions and the related disruption to Intelsat’s day-to-day operations during the interim period between execution of the Share Purchase Agreement and the Closing and the resultant risk if the Transactions are not consummated;

 

•

the amount of time it could take to complete the Transactions, including that completion of the Transactions depend on factors outside of the control of Intelsat or SES, and the risk that the pendency of the Transactions for an extended period of time following the announcement of the execution of the Share Purchase Agreement could have an adverse impact on Intelsat, including its customer, vendor and other business relationships, and the fact that an extended period of time may exacerbate the impact of other risks considered by the Intelsat Board described herein;

 

•

the terms of the Share Purchase Agreement that restrict the conduct of Intelsat’s businesses prior to completion of the Transactions, which may delay or prevent Intelsat from undertaking business opportunities that may arise prior to completion of the Transactions and the resultant risk if the Transactions are not consummated; and

 

•

the risk that, despite retention efforts prior to consummation of the Transactions, Intelsat may lose personnel, and the impact of such losses in the event that the Transactions are not consummated.

After consideration of these factors, the Intelsat Board determined that, overall, the potential benefits of the Transactions outweighed the potential risks.

This discussion of the information and factors considered by the Intelsat Board includes the material positive and negative factors considered by the Intelsat Board, but it is not intended to be exhaustive and may not include all the factors considered by the Intelsat Board. The Intelsat Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Share Purchase Agreement and the Transactions. Rather, the Intelsat Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the Intelsat Board may have given differing weights to different factors. It should be noted that this

 

58

explanation of the reasoning of the Intelsat Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.”

Regulatory Approvals Required for the Transactions

Under the Share Purchase Agreement, the Acquisition cannot be consummated until (i) the applicable waiting periods (and any extension thereof) under the HSR Act have expired or terminated and consents of, or filings under, any other Required Antitrust Approvals, including, but not limited to, those with respect to the European Commission and the United Kingdom’s Competition and Markets Authority, have been received or made and remain in effect; (ii) the applicable consent from the FCC has been obtained and at least 40 days shall have passed since the issuance of such consent, unless such 40-day period has been mutually waived by both Parties; (iii) the applicable consents of, or filings with, any of the relevant governmental authorities for the certain telecommunications licenses set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement have been received; (iv) the applicable approval by CFIUS has been received; (v) any consents, authorizations, orders or approvals that are required under any foreign investment law, the absence of which would prohibit the consummation of the Acquisition and the other Transactions, having been obtained or made or any applicable waiting period in respect thereof having expired or been terminated; (vi) the applicable approval has been obtained by the DCSA; and (vii) the waiting periods applicable to the Transactions pursuant to Section 122.4(b) of ITAR administered by the U.S. Department of State’s Directorate of Defense Trade Controls have elapsed. On May 24, 2024, both Intelsat and SES filed their respective HSR Filings. On May 30, 2024, SES and Intelsat jointly filed the applications to obtain the applicable FCC consent, on October 15, 2024, SES and Intelsat jointly filed a consolidated response to comments received from third parties, and on October 25, 2024, SES and Intelsat jointly filed consolidated reply comments. On January 13, 2025, the FCC issued General Information Requests to SES and Intelsat and the companies each provided their responses in February 2025 and continue to respond to additional inquiries from the FCC. Furthermore, on September 30, 2024, the FCC referred the parties’ applications to the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (“Committee”) for the Committee’s views on any national security or law enforcement concerns related to the applications. On March 10, 2025, the Committee notified the FCC that SES and Intelsat has provided complete responses to initial questions posed by the Committee and that the Committee had begun its initial 120-day review period to assess whether granting the applications will pose a risk to the U.S.’s national security or law enforcement interests. SES and Intelsat continue to respond to additional inquiries from the Committee. On June 24, 2024, Intelsat and SES each received a request for additional information, often referred to as a “second request,” from the DOJ. Intelsat and SES each submitted their responses and certified substantial compliance with their respective Second Requests in December 2024. As of the date of this prospectus, certain Required Regulatory Approvals have been received, including the applicable approval by CFIUS, which was received on August 26, 2024.

Certain additional filings may be made by SES or Intelsat in connection with the Transactions, including certain foreign jurisdictions.

Accounting Treatment of the Transactions

The Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3, Business Combinations (the “IFRS 3”). IFRS requires that one of the two companies in the acquisition be designated as the acquirer for accounting purposes based on the evidence available. SES will be treated as the acquiring entity for accounting purposes. In identifying SES as the acquiring entity for accounting purposes, SES and Intelsat took into account the relative voting rights of all equity instruments, the intended composition of the governing body and senior management of the Combined Group and the size of each of the companies. Accordingly, SES will record assets acquired, including identifiable intangible assets, and liabilities assumed from Intelsat at their respective fair values at the date of completion of the Acquisition. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill.

 

59

The financial condition and results of operations of SES after completion of the Acquisition will reflect Intelsat after completion of the Acquisition but will not be restated retroactively to reflect the historical financial condition or results of operations of Intelsat. The earnings of SES following the completion of the Acquisition will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets and goodwill will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, SES determines that tangible or intangible assets (including goodwill) are impaired, SES would record an impairment charge at that time.

Interests of Certain Persons in the Transactions

Interests of SES’s Directors and Executive Committee Members in the Transactions

Other than with respect to continued service for, employment by and the right to continued indemnification by the Combined Group, as of the date of this prospectus, SES’s directors and Executive Committee Members do not have financial interests in the Transactions that are different from, or in addition to, the interests of other SES shareholders generally. The SES Board was aware of these potential conflicts of interest during its deliberations on the merits of the Transactions and in making its decision to approve the Share Purchase Agreement and the Transactions.

Interests of Intelsat’s Directors and Executive Officers in the Transactions

Intelsat’s executive officers and directors have interests in the Transactions that may be different from, or in addition to, those of Intelsat shareholders generally. The Intelsat Board was aware of and considered these interests, among other matters, in approving the Share Purchase Agreement and the Transactions. These interests include (i) the accelerated vesting and payment in respect of outstanding Intelsat equity awards pursuant to the Share Purchase Agreement, (ii) the potential receipt of certain payments and benefits under the executive officer’s employment agreements upon certain types of terminations of employment following the consummation of the Transactions and (iii) the entitlement to indemnification benefits in favor of directors and executive officers of Intelsat.

Executive Officers and Non-Employee Directors

For purposes of this disclosure, Intelsat’s executive officers are as follows:

 

Name		Position
David Wajsgras		Chief Executive Officer and Director
Anthony (Toby) O’Brien		Chief Financial Officer
Michelle Bryan		General Counsel and Chief Administrative Officer and Secretary
Michael DeMarco		Chief Commercial Officer
Bruno Fromont		Chief Technology Officer
David Broadbent		President, Government Solutions
Adam Levy		Chief Information Officer and Enterprise Operations

For purposes of this disclosure, Intelsat’s non-employee directors are as follows:

Name

Roy Chestnutt

Lisa Hammitt

 

60

David Mack

Bryan Simpson

Easwaran Sundaram

Jinhy Yoon

Also included in the below discussion are the following former non-employee directors of Intelsat:

James Bolin was a non-employee director for the fiscal year ended December 31, 2023. Mr. Bolin ceased serving on the Intelsat Board effective January 4, 2023. Marc Montagner was a non-employee director for the fiscal year ended December 31, 2023. Mr. Montagner ceased serving on the Intelsat Board effective March 7, 2024. None of our former non-employee directors are eligible for any payment or benefit in connection with the Transactions, other than to the extent any non-employee director is an Intelsat shareholder.

Certain Assumptions

Except as otherwise specifically noted, solely for purposes of estimating and quantifying the potential payments and benefits described in this section, the following assumptions were used. We do not know whether, and cannot assure you that, these assumptions will occur.

 

•

The Closing Date is June 30, 2025, which is an assumed date of the Closing solely for purposes of the disclosure in this section;

 

•

Executive officers of Intelsat may experience a qualifying termination of employment in connection with the Transactions (i.e., a termination of employment by Intelsat and/or SES without “cause” or by the executive officer for “good reason,” as such terms are defined in the relevant agreements) immediately following the assumed Closing Date of June 30, 2025;

 

•

The MC PSUs will payout assuming an exit value of $3.65 billion;

 

•

The potential payments and benefits described in this section are not anticipated to be subject to a “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code;

 

•

No director or executive officer receives any additional equity grants or other awards on or prior to the assumed Closing Date of June 30, 2025; and

 

•

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment of Company Equity Awards

At the Closing, subject to the terms and conditions of the Share Purchase Agreement, each RSU that is outstanding immediately prior to the Closing will be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such RSU immediately prior to the Closing, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such RSU immediately prior to the Closing.

At the Closing, each MC PSU will vest in accordance with its terms and, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash

 

61

(without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing based on the attainment of the actual level of performance as measured immediately prior to the Closing by the Intelsat Board or a committee thereof after giving effect to the consummation of the Transactions, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing after giving effect to the consummation of the Transactions.

At the Closing, each PSU that is not an MC PSU that is outstanding immediately prior to the Closing will, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (x) target or (y) actual level of performance (as set forth in the applicable award document), as measured immediately prior to the Closing by the Intelsat Board or a committee thereof, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (A) target or (B) actual level of performance (as set forth in the applicable award document) as measured immediately prior to the Closing by the Intelsat Board or a committee thereof.

Quantification of Intelsat Equity Awards

At the Closing, each RSU held by non-employee directors of Intelsat will convert into per share cash consideration in the manner described above. Based on the assumptions described above under the section of this prospectus captioned “—Certain Assumptions,” the estimated aggregate amount that would become payable to five of Intelsat’s six non-employee directors in respect of their RSUs is $315,850. As an employee of an Intelsat shareholder, Mr. Simpson does not hold any RSUs. No grants of RSUs are expected to be made by Intelsat to the non-employee directors following the date of this prospectus.

At the Closing, each RSU and MC PSU held by executive officers will convert into per share cash consideration in the manner described above. Based on the assumptions described above under the section of this prospectus captioned “—Certain Assumptions,” the estimated aggregate amounts that would become payable to Intelsat’s current executive officers in respect of their unvested RSUs is $787,747, and unvested MC PSUs is $32,629,683.

Potential Severance Payments Upon a Qualifying Termination Prior to or Following the Closing

Employment Agreements

Intelsat entered into employment agreements with each of its current executive officers (the “Executive Agreements”) that generally provide that if an executive officer is terminated by Intelsat without cause or by the executive officer for good reason, then the executive officer will receive:

 

•

a lump sum payment equal to 1.5 times (2 times for Mr. Wajsgras) the sum of the executive officer’s then-current base salary, plus the executive officer’s annual target bonus for the fiscal year of the termination; and

 

•

Mr. O’Brien and Mr. Wajsgras will also receive COBRA coverage at active employee rates for 18 months.

 

62

Severance benefits are subject to the executive officer timely executing and not revoking a release of claims in favor of Intelsat and its affiliates and their respective predecessors and successors and the executive officer’s continued compliance with the restrictive covenant obligations.

Under the terms of the Share Purchase Agreement, the parties have agreed that, in recognition of the anticipated impact of the consummation of the Transactions on the authorities, duties and responsibilities of each of Messrs. Wajsgras and O’Brien and Ms. Bryan (the “Designated Executives”), each Designated Executive will have Good Reason (as defined in the Intelsat plan applicable to such Designated Executive) effective as of the Closing, subject to continued employment or service with Intelsat or its subsidiaries through the Closing, and, to the extent such individuals terminate employment within 60 days following the Closing Date, each such Designated Executive will be deemed to have experienced a severance-eligible termination of employment effective as of the date of such termination of employment under the terms of the applicable Intelsat plan, including such individual’s Executive Agreement. Notwithstanding the foregoing, Ms. Bryan and Mr. O’Brien may (but are not obligated to) individually agree in writing with SES to waive their respective right to resign for “Good Reason” under clause (i) of the definition of Good Reason in their respective employment agreements, and in the event of any such agreement between any such individual and SES, the Good Reason Acknowledgement will not apply to such individual.

Annual Bonus Treatment

To the extent the Closing occurs prior to the end of Intelsat’s applicable fiscal year or prior to the payment of such annual incentive bonuses, the parties intend that such annual incentive bonus be paid out in an amount that is no less than the sum of (i) the pro-rata portion of such annual incentive bonus that such Intelsat employee would have been entitled to receive under the applicable annual incentive plan determined based on the attainment of the actual level of achievement of the applicable performance criteria as determined by the Intelsat Board or a committee thereof through the end of the quarter in progress as of the Closing, and pro-rated based on the number of days in the applicable portion of the performance period that have elapsed through the end of the quarter in progress as of the Closing (the “Pre-Closing Annual Bonus”), and (ii) the annual incentive bonus earned by such Intelsat employee for the period commencing on the first day of the next quarter following the Closing through the remainder of the appliable fiscal year, based on actual performance as determined reasonably and in good faith by the SES Board or a committee thereof based on the attainment of the actual level of the applicable performance criteria (as adjusted for the Transactions). In the event that the employment of an Intelsat employee is terminated by SES or Intelsat without “cause” (as defined in the Intelsat equity plan) after the Closing but prior to the payment of the annual incentive bonus (if any), Intelsat will pay to such Intelsat employee the Pre-Closing Annual Bonus.

280G Mitigation Actions

In connection with the Transactions, Intelsat may take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Code that could arise in connection with the completion of the Transactions. The tax-planning and mitigation actions may include accelerating payments that would have vested and otherwise become payable in calendar year 2025 or later in the ordinary course of business and obtaining third party valuation of restrictive covenants.

SES will cooperate in good faith to implement post-Closing strategies to mitigate the impact of Sections 280G and 4999 of the Code, to include retention and/or consulting agreements for any “disqualified individual” who will or may receive or retain any amounts that constitute “excess parachute payments” (each as defined in Section 280G of the code); provided, that the foregoing will not require Intelsat or SES to indemnify any such disqualified individual against any Taxes that may be imposed under Section 4999 of the Code or otherwise, or result in any material additional costs.

 

63

Compensation Arrangements with SES

It is possible that continuing Intelsat employees, including the executive officers, will enter into new compensation arrangements with SES. Such arrangements may include agreements regarding future terms of employment, compensation or benefits. As of the date of this prospectus, no compensation arrangements between such persons and SES have been established.

Indemnification and Insurance

Pursuant to the terms of the Share Purchase Agreement, Intelsat’s directors and executive officers will be entitled to certain ongoing indemnification and insurance coverage for a period of six years following the Closing.

The Liquidation

The Liquidation will open effective as of the Closing. It is expected that a significant portion of the Acquisition Consideration (including all of the CVRs) will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) promptly following the Closing as part of the Liquidation. The Closing Cash Consideration distributable to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) will be reduced by the $500 million distribution out of Intelsat’s share premium to Intelsat shareholders on September 27, 2024, and amounts payable in respect of Intelsat’s outstanding warrants, which will expire, terminate and become void at the Closing and represent only the right to receive the “Black-Scholes” value of the outstanding Intelsat warrants, which value will be determined by a third-party valuation firm in accordance with the applicable warrant agreements and paid to the holders of Intelsat warrants in cash. In addition, a portion of the Closing Cash Consideration will be held back for the duration of the Liquidation to satisfy any remaining liabilities of Intelsat and to cover the costs of winding up the affairs of Intelsat. Once the Liquidation has been completed, any remaining Closing Cash Consideration held by Intelsat will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs).

 

64

THE SHARE PURCHASE AGREEMENT

The following summary sets forth the material provisions of the Share Purchase Agreement, a copy of which is attached as Annex A to this prospectus and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Share Purchase Agreement and not by this summary. This summary is not complete and is qualified in its entirety by reference to the complete text of the Share Purchase Agreement. You are encouraged to read the Share Purchase Agreement carefully in its entirety, as well as this prospectus and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about either Intelsat or SES.

The Share Purchase Agreement and the Acquisition

On April 30, 2024, Intelsat entered into the Share Purchase Agreement with SES. Upon the terms and subject to the conditions set forth in the Share Purchase Agreement and in accordance with the applicable laws, at the Closing, (a) in exchange for the Acquisition Consideration, Intelsat will sell, transfer and deliver to SES, and SES will purchase from Intelsat, (i) all of the Transferred Shares, and (ii) all of Intelsat’s rights, titles and interests in and to all of the Transferred Assets, excluding the Excluded Assets (as defined below), and (b) SES will assume and pay, perform and fulfill all of the Assumed Liabilities, excluding the Excluded Liabilities.

Under the Share Purchase Agreement, “Excluded Assets” means (1) that certain Shareholders Agreement, dated as of February 23, 2022, by and among Intelsat and certain shareholders of Intelsat (the “Intelsat Shareholders’ Agreement”), (2) that certain Registration Rights Agreement, effective as of February 23, 2022, by and among Intelsat and the holders (as defined therein) (the “Intelsat Registration Rights Agreement”), (3) those certain Series A and Series B Warrant Agreements of Intelsat (together, the “Intelsat Warrant Agreements”), (4) certain engagement letters between Intelsat and its financial, legal and other advisors engaged in connection with the Acquisition, the Liquidation or the Intelsat Warrant Agreements, (5) certain protected communications between Intelsat and its legal counsel, (6) certain shareholder expense reimbursement obligations of Intelsat, (7) any and all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Intelsat (including counterclaims) and defenses against third parties relating to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto, (8) all books and records to the extent related to the Excluded Assets or the Excluded Liabilities, and (9) all bank accounts solely in the name of Intelsat.

Under the Share Purchase Agreement, “Excluded Liabilities” means any and all liabilities of Intelsat to the extent arising from or related to the following: (a) the Share Purchase Agreement, the ancillary agreements to the Share Purchase Agreement and the Transactions (other than certain transaction expenses and severance obligations assumed by SES); provided that clause (a) will not cause any liability for taxes to be treated as Excluded Liabilities; (b) the Intelsat Shareholders’ Agreement; (c) the Intelsat Warrant Agreements; (d) that certain Series A Contingent Value Rights Agreement, dated as of February 23, 2022 (as it may be amended, supplemented or otherwise 17 modified from time to time), by and among American Stock Transfer & Trust Company, LLC, as rights agent, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), as contingent value rights issuer, and, solely as expressly provided therein, Intelsat, as equity issuer (the “Intelsat Series A CVR Agreement”) and that certain Series B Contingent Value Rights Agreement, dated as of February 23, 2022 (as it may be amended, supplemented or otherwise modified from time to time), by and among American Stock Transfer & Trust Company, LLC, as rights agent, Intelsat Jackson, as contingent value rights issuer, and, solely as expressly provided therein, Intelsat, as equity issuer (the “Intelsat Series B CVR Agreement”, together with the Series A CVR Agreement, the “Legacy CVR Agreements”); (e) the Liquidation, including (1) any and all out-of-pocket fees and expenses accrued or incurred by Intelsat or any of its affiliates in connection with the Liquidation, including all fees and expenses of counsel, advisors, the liquidator, accountants, auditors and any other experts incurred from and after the Closing, (2) Intelsat’s obligation to distribute applicable assets to Intelsat’s shareholders in the Liquidation and (3) any action by any holder of Intelsat common shares arising from or related to the amount or allocation of the Closing Cash Consideration or the CVR Consideration that is

 

65

distributed to Intelsat’s shareholders in the Liquidation (in each case, excluding SES’s administrative obligations with respect to the payout of Acquisition Consideration to holders of RSUs or PSUs after the Closing); (f) any taxes imposed on Intelsat, other than taxes imposed on Intelsat for a taxable period (or portion thereof) ending on or before the Closing Date; and (g) any liability arising from or related to the Excluded Assets (other than any such liability for certain transaction expenses).

The Closing and Effectiveness of the Acquisition

The Closing will take place either (i) at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY at 8:00 a.m., New York City time or (ii) remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, on the fourth business day following the satisfaction or, to the extent permitted by applicable Law, the waiver of all conditions to the obligations of each party to consummate the Acquisition, or at such other place or at such other time or on such other date as the parties may mutually agree in writing.

Consideration for the Acquisition

At the Closing, in exchange for the sale, transfer and delivery of the Transferred Shares and the Transferred Assets, SES will (i) deliver aggregate consideration equal to, (a) the Closing Cash Consideration, (b) the CVR Consideration and (c) if an Applicable Order (as defined below) is adopted, enacted or promulgated after the date of the Share Purchase Agreement and prior to the Closing and results in SES or any of its subsidiaries receiving Net Proceeds prior to Closing, an amount equal to 42.5% of such Net Proceeds (such amount, the “Applicable Spectrum Additional Consideration”) and (ii) assume and agree to pay, perform and fulfill all of the Assumed Liabilities, in each case, as applicable and as may be adjusted pursuant and subject to the terms and conditions of the Share Purchase Agreement (such consideration described in clauses (i) and (ii), collectively, the “Acquisition Consideration”).

The Closing Cash Consideration is subject to negative adjustments for (i) the Aggregate Shareholder Returns (provided that if an Applicable Order is adopted, enacted or promulgated after the date of the Share Purchase Agreement and prior to Closing and results in Intelsat or any of its subsidiaries receiving Net Proceeds prior to Closing, Aggregate Shareholder Returns will not include the dividend or distribution of an amount equal to 42.5% of such Net Proceeds (such amount, the “Applicable Intelsat Spectrum Proceeds”); provided, further, Aggregate Shareholder Returns will not include any dividends or dividend equivalents accrued by holders of RSUs or PSUs prior to January 29, 2024 and distributed to such holders following such date upon the vesting thereof (“Exempted Distributions”)), (ii) the Closing Transaction Expenses Overage and (iii) Closing Net Cash Underage. On September 27, 2024, Intelsat issued a distribution of $500 million out of Intelsat’s share premium to Intelsat shareholders. As a result of such distribution, the Closing Cash Consideration payable by SES in connection with the Acquisition as of the date of this prospectus has been reduced to $2.6 billion.

The CVR Consideration will be equal to the (i) the aggregate number of Intelsat’s common shares outstanding as of immediately prior to the Closing plus (ii) the aggregate number of Intelsat’s common shares issuable upon the exercise in full of all PSUs outstanding as of immediately prior to the Closing in accordance with the terms and conditions of the Share Purchase Agreement plus (iii) the aggregate number of Intelsat’s common shares issuable upon the exercise in full of all RSUs outstanding as of immediately prior to the Closing (such aggregate amount of clauses (i) through (iii), the “Fully Diluted Share Number”).

Treatment of Intelsat RSUs and PSUs

At the Closing, subject to the terms and conditions of the Share Purchase Agreement, each RSU that is outstanding immediately prior to the Closing will be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such

 

66

RSU immediately prior to the Closing, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such RSU immediately prior to the Closing.

At the Closing, each MC PSU will vest in accordance with its terms and, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing based on the attainment of the actual level of performance as measured immediately prior to the Closing by the Intelsat Board or a committee thereof after giving effect to the consummation of the Transactions, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing after giving effect to the consummation of the Transactions.

At the Closing, each PSU that is not an MC PSU that is outstanding immediately prior to the Closing will, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (x) target or (y) actual level of performance (as set forth in the applicable award document), as measured immediately prior to the Closing by the Intelsat Board or a committee thereof, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (A) target or (B) actual level of performance (as set forth in the applicable award document) as measured immediately prior to the Closing by the Intelsat Board or a committee thereof.

Representations and Warranties

The Share Purchase Agreement contains customary representations and warranties that Intelsat, on the one hand, and SES, on the other hand, have made to one another (in some cases, as of specific dates) relating to their respective businesses, assets and other matters. The assertions embodied in those representations and warranties were made solely for purposes of the Share Purchase Agreement and may be subject to important qualifications and limitations (including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other party) agreed to by the parties in connection with negotiating the terms of the Share Purchase Agreement. Accordingly, Intelsat shareholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, and should bear in mind that the representations and warranties were made solely for the benefit of the parties to the Share Purchase Agreement, were negotiated for purposes of governing contractual rights and relationships and allocating contractual risk among the parties to the Share Purchase Agreement as of specific dates, rather than to establish matters as facts, and may be subject to contractual standards of materiality different from those generally applicable to shareholders. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Share Purchase Agreement, which subsequent information may or may not be reflected in our public disclosures. This description of the representations and warranties is included to provide holders of Intelsat common shares with information regarding the terms of the Share Purchase Agreement. The representations and warranties in the Share Purchase Agreement and their description in this information statement should be read in conjunction with the other information contained in the reports, statements, and filings we publicly file with the SEC. The representations and warranties of each of SES and Intelsat will not survive the Closing or the termination of the Share Purchase Agreement.

 

67

The representations and warranties made by Intelsat relate to, among other things:

 

•

due organization, valid existence, good standing, corporate power, qualification to do business and similar corporate matters;

 

•

corporate power and authority to enter into and perform its obligations under the Share Purchase Agreement, subject to receipt of the Intelsat Shareholder Approval, and consummate the Acquisition and the other transactions contemplated thereby, and the enforceability and due execution and delivery of the Share Purchase Agreement;

 

•

the absence of conflicts with organizational documents or any applicable law, rule, regulation, order, judgment or decree, in each case, as a result of the execution, delivery and performance of the Share Purchase Agreement and the consummation of the Transactions;

 

•

the absence of defaults, breaches, violations, (including termination, cancellation or acceleration rights) or consents required under contracts, or creation of certain liens on assets or properties, in each case as a result of the execution, delivery and performance of the Share Purchase Agreement and the consummation of the Transactions;

 

•

notices, authorizations, approvals, orders, permits, consents and filings required by governmental authorities to enter into the Share Purchase Agreement, perform obligations thereunder and consummate the Transactions;

 

•

capitalization, capital structure and equity securities;

 

•

due organization, valid existence, good standing, corporate power, qualification to do business and similar corporate matters for each of Intelsat’s subsidiaries entities;

 

•

accuracy and sufficiency of financial statements;

 

•

the representation that since December 31, 2023, Intelsat’s business, and the businesses of each of its subsidiaries, has been conducted in the ordinary course of business in all material respects and there has not been any change, event or development or prospective exchange, event or development that, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect with respect to Intelsat;

 

•

the representation that, other than the Chapter 11 Cases (as defined below), there are no insolvency or reorganization procedures pending or filed with respect to Intelsat or any of its material subsidiaries;

 

•

compliance with applicable law and possession of required permits and licenses;

 

•

the absence of suits, claims, actions, proceedings or litigation pending or, to the knowledge of Intelsat, threatened against Intelsat or its respective assets or properties and the absence of certain orders against Intelsat or its respective assets or properties;

 

•

labor and employment matters, including benefit plans;

 

•

title to and condition of assets;

 

•

satellites and ground stations;

 

•

real and personal property;

 

•

intellectual property;

 

•

data privacy, data protection and cybersecurity;

 

•

tax matters;

 

•

environmental matters;

 

•

material contracts;

 

68

•

insurance;

 

•

Intelsat’s material customers and material suppliers;

 

•

telecommunications licenses;

 

•

trade control laws;

 

•

anti-corruption and anti-money laundering;

 

•

Intelsat’s government contracts;

 

•

Intelsat’s FOCI Mitigation Agreement;

 

•

Intelsat’s C-band reimbursement claims;

 

•

brokers’, finders’ and other fees or commissions;

 

•

the Legacy CVR Agreements; and

 

•

the representation that other than the Transferred Shares, the Transferred Assets and the Excluded Assets, Intelsat does not own or lease any assets, properties, rights or interests related to Intelsat’s and its subsidiaries’ respective businesses.

The representations and warranties made by SES relate to, among other things:

 

•

due organization, valid existence, good standing, corporate power, qualification to do business and similar corporate matters;

 

•

corporate power and authority to enter into and perform its obligations under the Share Purchase Agreement and consummate the Acquisition and the other transactions contemplated thereby, and the enforceability and due execution and delivery of the Share Purchase Agreement;

 

•

the absence of conflicts with organizational documents or any applicable law, rule, regulation, order, judgment or decree, in each case, as a result of the execution, delivery and performance of the Share Purchase Agreement and the consummation of the Transactions;

 

•

the absence of defaults, breaches, violations, (including termination, cancellation or acceleration rights) or consents required under contracts, or creation of certain liens on assets or properties, in each case as a result of the execution, delivery and performance of the Share Purchase Agreement and the consummation of the Transactions;

 

•

notices, authorizations, approvals, orders, permits, consents and filings required by governmental authorities to enter into the Share Purchase Agreement, perform obligations thereunder and consummate the Transactions;

 

•

the absence of suits, claims, actions, proceedings or litigation pending or, to the knowledge of SES, threatened against SES or any of its subsidiaries or its respective assets or properties and the absence of certain orders against SES or its respective assets or properties;

 

•

completion of financing, validity of SES’s bridge facility agreement dated as of the date of the Share Purchase Agreement (the “Bridge Facility Agreement”) and sufficiency of funds to make required payments pursuant to the Share Purchase Agreement; and

 

•

brokers’, finders’ and other fees or commissions.

Some of the representations and warranties made by Intelsat are qualified as to materiality with respect to Intelsat or by exceptions related to a material adverse effect with respect to Intelsat. Under the Share Purchase Agreement, the term “material adverse effect” with respect to Intelsat means any event, change, occurrence or effect that has, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of Intelsat and its subsidiaries (excluding any Excluded Liabilities), taken as a

 

69

whole; provided, however, that in no event, change, circumstance, occurrence or effect to the extent directly or indirectly resulting from, arising out of, attributable to, or relating to any of the following will be deemed to be or constitute a material adverse effect with respect to Intelsat or will be taken into account when determining whether a material adverse effect with respect to Intelsat has occurred or would occur:

 

•

any changes in general economic or business conditions or in the financial, debt, banking, capital, credit or securities markets, or in interest or exchange rates, in each case, in the United States or elsewhere in the world;

 

•

any failure, in and of itself, by Intelsat to meet any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including information with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or future business and operations, as well as any other business plan and cost-related plan information), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to SES or any of its affiliates or its representatives (it being understood that the events, changes, circumstances, occurrences or effects giving rise to or contributing to such failure may be deemed to constitute or to be taken into account in determining whether there has occurred or would reasonably be expected to occur a material adverse effect with respect to Intelsat to the extent such events, changes, circumstances, occurrences or effects are not otherwise excluded under the other clauses of the definition);

 

•

the execution and delivery of the Share Purchase Agreement or the public announcement of the Transactions, including (A) the impact thereof on the relationships, contractual or otherwise, of Intelsat or any of its subsidiaries with any customers, suppliers, distributors, partners, or employees and (B) the initiation of any claim or action by any person or arising out of or relating to the Share Purchase Agreement;

 

•

any change, in and of itself, in the market price or trading volume of Intelsat’s securities (it being understood that the events, changes, circumstances, occurrence or effects are not otherwise excluded under the other clauses of this definition);

 

•

any changes in the applicable law, applicable accounting principles or any authoritative interpretation thereof first introduced after the date of the Share Purchase Agreement;

 

•

geopolitical conditions (or changes in such conditions), the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism;

 

•

any epidemic, pandemic, disease outbreak (including the COVID-19 virus) or other public health crisis or public health event, or any escalation or worsening of any of the foregoing;

 

•

any natural or manmade disasters or calamities, weather conditions including hurricanes, floods, tornados, tsunamis, earthquakes, wild fires or cyber outages or any escalation or worsening of such conditions;

 

•

any actions taken or omitted to be taken by Intelsat or any of its affiliates at the written request of SES; or

 

•

any adverse impact under certain contracts listed in Intelsat’s disclosure schedules to the Share Purchase Agreement.

Conduct of Business of Intelsat Pending the Consummation of the Transactions

Intelsat has agreed to restrictions on the operation of its business between the date of the Share Purchase Agreement and the earlier to occur of the Closing or the termination of the Share Purchase Agreement in accordance with its terms. Except (i) as contemplated or permitted by the Share Purchase Agreement, (ii) as set forth on Intelsat’s disclosure schedules to the Share Purchase Agreement, (iii) as required by applicable law or

 

70

any decree, order, directive or guideline issued by a governmental authority or (iv) with the prior written consent of SES (which consent will not be unreasonably withheld, conditioned or delayed), (A) Intelsat has agreed to use commercially reasonable efforts to (1) conduct the business in the ordinary course of business in all material respects, (2) keep available the services of its current officers, material employees and material consultants, (3) preserve its current relationships with material customers, material suppliers and other persons with which it has material business relations, and (B) Intelsat has agreed not to:

 

•

amend its organizational or governing documents;

 

•

sell, issue, grant or authorize the sale, issuance or grant of: (i) any equity securities of the Intelsat Group, and (ii) until receipt of the Intelsat Shareholder Approval, any voting equity securities or equity securities convertible, exercisable into voting equity securities of Intelsat;

 

•

sell, transfer, license, dispose of or subject to any encumbrance any properties or assets, other than in certain limited circumstances as described in the Share Purchase Agreement;

 

•

repurchase, redeem, or acquire, directly or indirectly, any of its equity securities, other than, among other limited exceptions, the (i) repurchase of Intelsat RSUs or PSUs in respect of a net settlement in the ordinary course of business and (ii) repurchases or redemptions (together with any dividends or distributions declared or made on Intelsat’s equity securities) that do not exceed $750 million in the aggregate;

 

•

declare, set aside, make or pay any dividend or other distribution on or with respect to any of Intelsat’s share capital or other equity or ownership interests, other than (i) in dividends or distributions between wholly-owned subsidiaries of Holdings that are not reasonably expected to give rise to withholding tax liability, (ii) dividends or distributions of Applicable Intelsat Spectrum Proceeds on or with respect to Intelsat’s equity securities, (iii) any Exempted Distributions and (iv) cash dividends or cash distributions (other than dividends or distributions of Applicable Intelsat Spectrum Proceeds) on or with respect to Intelsat’s equity securities, provided that such dividends or distributions (together with the amount of any equity repurchases made by Intelsat) do not exceed $750 million in the aggregate;

 

•

reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of Intelsat’s share capital or other equity or ownership interest, or make any other change with respect to Intelsat’s capital structure;

 

•

(i) acquire any interests in any entity or division thereof or any material amount of assets, other than (A) transactions among wholly-owned subsidiaries or (B) in connection with the formation of a wholly-owned subsidiary, or (ii) enter into any joint venture, partnership, strategic alliance, collaboration, consortium or similar arrangement, other than joint ventures, partnerships, strategic alliances, collaborations, consortiums or similar arrangements;

 

•

except for as contemplated in the Intelsat Shareholder Approval, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Intelsat, or otherwise alter Intelsat’s corporate structure;

 

•

make any loans, advances or capital contributions to, or investments in, any other person, or amend, waive, modify or consent to the termination of any material indebtedness contract;

 

•

amend, waive, modify or consent to the termination of any Intelsat material contract, or amend, waive or modify or consent to the termination of any of Intelsat’s or such subsidiaries material rights thereunder;

 

•

decommission, re-orbit or dispose of any Intelsat satellite with an aggregate value exceeding $50 million, other than in the case of (i) a commercial transaction or (ii) certain operational circumstances;

 

•

authorize, or make any commitment with respect to any capital expenditures of the type set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement in a manner not reflected in Intelsat’s

 

71

disclosure schedules to the Share Purchase Agreement, including reallocating the amount of any proposed capital expenditure included therein, other than expenditures are not in excess of (i) $50,000,000 in the aggregate if the Closing occurs on or before October 30, 2025, or (ii) $75,000,000 in the aggregate if the Closing occurs after October 30, 2025, and other limited exceptions;

 

•

except as contemplated by the Intelsat Retention Plan (as defined below), Intelsat’s employee benefit plans or employment agreements with certain Intelsat employees, (i) increase the compensation or benefits of any of Intelsat’s directors, managers, officers, employees, consultants or advisors, except for (A) merit, promotion, new hire and cost of living increases in salaries or wages and (B) de minimis compensation or benefits, in each case in the ordinary course of business consistent with past practice and excluding any practices related to the Phase II accelerated relocation payments paid from or through the C-band relocation payment clearinghouse to Intelsat or related expenses submitted to the C-band relocation payment clearinghouse for reimbursement, (ii) grant any severance or termination payment to, or pay, loan or advance any amount to any director, manager, officer, employee, consultant or advisor, except in the ordinary course of business, (iii) establish, amend, modify, adopt or terminate any employee benefit plan or make any declaration, payment or commitment or obligation of any kind for the material payment of a severance payment, or (iv) hire any individual to replace any employee of Intelsat whose annual base salary is more than $275,000 who resigns or whose employment is terminated;

 

•

enter into any contract with any related party;

 

•

make any change in any method of accounting or accounting practice or policy;

 

•

except in the ordinary course of business consistent with past practice, (i) make, revoke or modify any material tax election, (ii) settle or compromise any material tax liability, (iii) amend any material tax return or fail to file any material tax return, (iv) consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment, (v) change any tax accounting period or any method of tax accounting, (vi) enter into any voluntary disclosure agreement or program with any governmental authority, (vii) settle, compromise, concede or abandon any material tax claim or assessment, (viii) surrender any right to claim a refund of material taxes, (ix) enter into any tax sharing agreement, tax allocation agreement or any other similar arrangement or agreement relating to taxes, (x) incur any material tax or (xi) enter into any arrangement subject to a reporting obligation within the scope of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU as regards to the mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements and any regulation or law relating to, implementing or having similar effect to it in any relevant jurisdiction;

 

•

take any action which would change its residence for tax purposes, including changing its country of organization or incorporation;

 

•

abandon, assign to a third party, waive or permit the lapse of any right relating to intellectual property material to Intelsat’s business or any other material intangible asset used in the business of Intelsat or any of its subsidiaries;

 

•

compromise or settle any pending or threatened claim, action or charge, other than compromises, settlements or agreements that involve only the payment of money damages less than $5 million individually or $20 million in the aggregate in excess of available insurance proceeds for such compromise, settlement or agreement and that do not result in any restriction on future activity or conduct of, or the admission of wrongdoing by, Intelsat or any of its subsidiaries;

 

•

change Intelsat’s fiscal year;

 

•

enter into any new material line of business that does not relate to, or is not adjacent to, the satellite services industry (including the sale, license or other distribution of satellite capacity) or the telecommunications industry; or

 

•

agree to take any of the foregoing actions.

 

72

Conduct of Business of SES Pending the Consummation of the Transactions

Additionally, SES has agreed to, between the date of the Share Purchase Agreement and the earlier to occur of the Closing or the termination of the Share Purchase Agreement in accordance with its terms, (i) use its reasonable best efforts to maintain a cash balance of at least $2.05 billion, and (ii) except in connection with any Regulatory Concession or to the extent required by an Applicable Order, not, and not permit any of its subsidiaries to, effect an Applicable Transfer (as defined below) of any of SES’s and its subsidiaries’ usage rights for C-band downlink spectrum at 3.98–4.2 GHz. (the “SES Applicable Spectrum”) without Intelsat’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that SES will not be restricted from granting any future monetization rights (including a contingent value right) to any third party with respect to Applicable Spectrum.

Chapter 11 Cases

Within five business days following the date of the Share Purchase Agreement, SES and Intelsat agreed to jointly request that the U.S. Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”), or whichever court then has jurisdiction over those certain cases filed pursuant to Chapter 11 of Title 11 of the United States Code by Intelsat and certain of its affiliates, in the Bankruptcy Court, which cases were jointly administered as “In re Intelsat, S.A., et al.”, Case No. 20-32299 (KLP) (the “Chapter 11 Cases”) or any related litigation (including any appeals) (the “Existing Litigation”), hold in abeyance the Existing Litigation until the earlier of (x) the Closing and (y) the valid termination of the Share Purchase Agreement pursuant to the terms therein; provided that in the event that the Share Purchase Agreement is validly terminated pursuant to the terms therein, either SES or Intelsat may file a motion with the Bankruptcy Court, or whichever court then has jurisdiction over the Existing Litigation, to lift abeyance of the Existing Litigation, and such other party has agreed to support the motion to lift abeyance of the Existing Litigation. SES and Intelsat also agreed that, as promptly as reasonably practicable after the Closing (but in any event within five business days after the Closing Date), SES must take all necessary action to withdraw with prejudice the Existing Litigation. Such initial filing was made with the Bankruptcy Court pursuant to the terms of the Share Purchase Agreement.

From and after the date of the Share Purchase Agreement, SES and Intelsat agreed to jointly file a motion requesting an order closing the matters set forth on Schedule 1 to that certain Final Decree closing certain cases filed pursuant to Chapter 11 of Title 11 of the United States Code by Intelsat and certain of its affiliates, Dkt. 4564, No. 20-32299-KLP (Bankr. E.D.V.A.) (the “Remaining Cases”), provided that any such order expressly provides that (i) the Bankruptcy Court will retain jurisdiction to enforce or interpret its own orders pertaining to the Chapter 11 Cases; (ii) the Bankruptcy Court will retain jurisdiction over any matter pending in the Chapter 11 Cases; and (iii) entry of such order shall be without prejudice to the substantive rights, claims, arguments, objections, and the like, if any, of any current or potential parties to any claims or causes of action that were pending in the Remaining Cases as of the date of such order. To the extent either SES or Intelsat determines that any administrative or adjudicative action is required to be taken by the Bankruptcy Court relative to the Existing Litigation or any related litigation (including any appeals), such party may move for (and such other party has agreed to support) the reopening of the Remaining Cases as necessary for the Bankruptcy Court to take such action. Such motion was filed with the Bankruptcy Court pursuant to the terms of the Share Purchase Agreement.

Written Consent

Under the terms of the Share Purchase Agreement, Intelsat is required, at the Closing, to provide SES with a copy of the unanimous written consent of Intelsat, in its capacity as the sole shareholder of Holdings, approving the transfer of the Transferred Shares to SES in accordance with the terms of the Share Purchase Agreement (the “Unanimous Written Consent”).

Exclusivity

Intelsat has agreed, between the date of the Share Purchase Agreement and the earlier of the Closing and the termination of the Share Purchase Agreement in accordance with its terms, not to, and to ensure that none of its

 

73

subsidiaries or any of their respective affiliates and representatives, directly or indirectly, (a) solicit, initiate, knowingly encourage or facilitate, or accept any proposal or offer that constitutes an Acquisition Proposal or (b) participate in any third-party discussions, conversations, negotiations or other communications regarding, or furnish to any other person any information with respect to any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. Immediately as of the signing of the Share Purchase Agreement, Intelsat agreed to cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any third parties conducted prior to such signing with respect to any of the foregoing. Intelsat has agreed to notify SES promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any person with respect thereto, is made. Any such notice to SES must indicate in reasonable detail the identity of the person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. Intelsat has agreed not to, and to cause its subsidiaries not to, release any person from, or waive any provision of, any confidentiality or standstill agreement to which Intelsat or any of its subsidiaries is a party, without the prior written consent of SES. Intelsat has agreed that neither Intelsat nor the Intelsat Board will (x) change, withhold, withdraw, qualify, amend or modify (or publicly propose to change, withhold, withdraw, qualify, amend or modify) the recommendation that Intelsat’s shareholders approve the Intelsat Shareholder Approval Resolutions at the Intelsat Shareholder Meeting (the “Intelsat Board Recommendation”) or vote for or approve any other Acquisition Proposal, (y) fail to include the Intelsat Board Recommendation in the meeting materials for the Intelsat Shareholder Meeting, or (z) (1) convene any meeting of the holders of Intelsat common shares to consider or vote upon any Acquisition Proposal (other than with respect to the Transactions at the Intelsat Shareholder Meeting) or (2) otherwise seek the consent of the holders of Intelsat common shares to vote upon or effectuate any Acquisition Proposal. “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Acquisition) any direct or indirect acquisition or purchase, in one transaction or in a series of related transactions, whether by merger, sale of stock, sale of assets or otherwise, of all or any material portion of the share capital or other equity or ownership interest of Intelsat or any of its subsidiaries or a material portion of the assets of Intelsat or any of its subsidiaries (other than (i) inventory to be sold in the ordinary course of business or (ii) any sales or other dispositions of properties or assets (other than any of Intelsat and its subsidiaries’ usage rights for C-band downlink spectrum at 3.98–4.2 GHz (“Intelsat Applicable Spectrum”) and equity securities of Holdings), whether by merger, consolidation, equity sale, asset sale or otherwise, not to exceed $50 million in the aggregate).

Efforts to Complete the Acquisition

General

Upon the terms and subject to the conditions of the Share Purchase Agreement, each of the parties agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other party in doing, all things that are necessary, proper or advisable, to the extent permitted under applicable law (including under any antitrust law, foreign investment law or telecommunications law), to cause the conditions of the Share Purchase Agreement to be satisfied promptly as practicable after the date of the Share Purchase Agreement and in any event no later than four business days prior to October 30, 2025 (the “Outside Date”), including using reasonable best efforts to obtain all consents of, and making all requisite filings with, all governmental authorities that are necessary, proper or advisable (including each of the Required Antitrust Approvals, the Required FDI Approvals, the submission of the 60-day ITAR Notice, the Required Telecommunications Approvals and the DCSA Approval). Subject to certain express obligations and limitations in the Share Purchase Agreement, the parties agreed that SES will direct and control all aspects of the strategy and process relating to the efforts described in the Share Purchase Agreement, including any material communications or agreements (including timing agreements) with any governmental authority, any filing investigation, legal proceeding or other injury relating to the Transactions, and all decisions with respect to any regulatory concessions to be made by either party (subject to the terms and conditions regarding any such regulatory concessions in the Share Purchase Agreement). Intelsat agreed to not propose, negotiate, commit to or effect any remedial action, including any regulatory concession, or otherwise agree with

 

74

any governmental authority with respect to the timing of the consummation of the Transactions without the prior written consent of SES. SES agreed to reasonably consult with Intelsat and in good faith consider its views regarding the strategy and process relating to such efforts.

In furtherance and not in limitation of the efforts obligations of the Parties under the Share Purchase Agreement, SES and its subsidiaries must, and Intelsat and its subsidiaries, at SES’s direction, must, (i) use their respective reasonable best efforts to (A) defend and contest all actions, including any action brought by a private party before any governmental authority, challenging the Share Purchase Agreement or the consummation of the Transactions or raising any objection asserted or raised by any governmental authority with respect thereto, or to prevent the entry of any order, writ, judgment, injunction, decree, ruling, stipulation, determination or award entered by or with any Governmental Authority (each, an “Order”), or seeking to have vacated, lifted, reversed or overturned any Order or other action of any governmental authority, that would prevent, prohibit, restrict or otherwise delay the consummation of the Transactions or (B) initiate, commence and pursue any Action to eliminate or resolve any objection asserted or raised by any governmental authority with respect to the Share Purchase Agreement or the consummation of the Transactions, or to prevent the entry of any Order, or to have vacated, lifted, reversed or overturned any Order or other action of any governmental authority, that would prevent, prohibit, restrict or otherwise delay the consummation of the Transactions (any litigation contemplated by foregoing clauses (A) and (B), “Regulatory Litigation”) and (ii) use their respective best efforts to take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, offer, propose, agree to, consummate and effect any action, commitment, condition, contingency, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term or undertaking to the extent necessary (A) to resolve any objection that a governmental authority asserts (or threatens to assert) against any of the Transactions under any applicable law or (B) to avoid or eliminate any impediment under any applicable law asserted by any such governmental authority against any of the Transactions, in each case, to the extent necessary to cause the Regulatory Approvals to be satisfied as promptly as practicable after the date of the Share Purchase Agreement and in any event at least four business days prior to the Outside Date (the foregoing clauses (i) through (ii), collectively, “Regulatory Concessions”), including the following Regulatory Concessions: (i) (A) selling, divesting, assigning, transferring or otherwise conveying (or agreeing to sell, divest or otherwise convey) any assets, categories, portions or parts of assets or businesses of such party or any of its subsidiaries or the Combined Group and (B) entering into a licensing, hold separate or similar arrangement with respect to its respective assets or the assets of such Party or any of its subsidiaries or the Combined Group or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations of such party or any of its subsidiaries or the Combined Group; (ii) obtaining the prior approval or other approval from a governmental authority, or submitting a notification or otherwise notifying, a governmental authority, prior to consummating any future transaction (other than the Transactions); and (iii) taking all other actions (A) as may be required by a governmental authority in order to obtain any consent thereof that is necessary, proper or advisable to consummate the Transactions or (B) necessary to avoid the entry of, or have vacated, lifted, dissolved, reversed or overturned any, Order that would prevent, prohibit, restrict or otherwise delay the consummation of the Transactions.

However, (1) neither party nor any of its subsidiaries is required to take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, agree to, consummate or effect any Regulatory Concession that is not conditioned on the occurrence of the Closing, (2) solely with respect to the Required Antitrust Approvals and the Required Telecommunications Approvals, neither SES nor any of its Subsidiaries is required to take any action (or refrain from taking any action) if the taking of any such action (or omission from taking any action) would reasonably be expected to result in certain burdensome conditions set forth in SES’s disclosure schedules to the Share Purchase Agreement (each, a “Burdensome Condition”), (3) solely with respect to the Required FDI Approvals and the DCSA Approval, neither SES nor any of its Subsidiaries is required to take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, agree to and effect any Regulatory Concession that would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Combined Group (an “Other Regulatory Burdensome Condition”), (4) neither party nor any of its subsidiaries is required to contest, petition, apply for review of or appeal an FCC Order constituting final

 

75

agency action that does not approve the Transactions; provided that the parties agreed to appear, participate and engage in any proceeding established as a result of an FCC Hearing Designation Order, (5) neither party nor any of its subsidiaries is required to seek judicial relief for any action taken by, or any referral that CFIUS makes or proposes to make to, the President of the United States under the DPA and (6) neither Intelsat nor any of its subsidiaries will take or cause to be taken, or do or cause to be done, negotiate, commit to, suffer, agree to and effect any Regulatory Concession (including any Burdensome Condition or Other Regulatory Burdensome Condition) without the prior written consent of SES.

Intelsat and SES agreed to prepare and file as promptly as practicable, and in any event by no later than 15 business days after the execution of the Share Purchase Agreement all notification and report forms required under the HSR Act. Intelsat and SES agreed to make and file as soon as reasonably practicable after the execution of the Share Purchase Agreement all other filings required in connection with the Required Antitrust Approvals. Intelsat and SES agreed to prepare and file as soon as reasonably practicable after the date of the Share Purchase Agreement the CFIUS Notice and any notices or submissions required in connection with the Required FDI Approvals. Intelsat agreed to, with reasonable cooperation and assistance from SES, as soon as reasonably practicable after the date of the Share Purchase Agreement, prepare and submit all applicable and required notices to DCSA pursuant to the NISPOM and SES agreed to, with reasonable cooperation and assistance from Intelsat, at a time to be mutually agreed by the parties, prepare the FOCI Mitigation Plan to obtain DCSA Approval. Each of the parties agreed to use reasonable best efforts to prepare and file the 60-Day ITAR Notice. Each of the parties agreed to, as soon as reasonably practicable after the execution of the Share Purchase Agreement, and in any event no later than 30 days after the execution of the Share Purchase Agreement, file all applications and notifications, as applicable, with the FCC as required under any FCC licenses granted to Intelsat and which are in effect at the date of the Share Purchase Agreement, in order to obtain FCC Consent to the Transactions. Each of the parties agreed to, as soon as reasonably practicable after the execution of the Share Purchase Agreement, file all applications and notifications in connection with the Required Telecommunications Approvals. As of the date of this prospectus, certain Required Regulatory Approvals have been received, including the applicable approval by CFIUS, which was received on August 26, 2024.

Communications with Governmental Authorities

In connection with obtaining the Required Antitrust Approvals, Intelsat agreed not commit to or agree with any governmental authority to stay, toll or extend any applicable waiting period under the HSR Act or any other applicable antitrust laws, or withdraw its filing under the HSR Act or any other applicable antitrust laws, or enter into any timing agreement, without the prior written consent of SES. In the event either party receives a letter from any governmental authority stating that although the waiting period under the HSR Act or any other antitrust law applicable to the transactions will expire, such governmental authority has not yet completed any purported investigation of the Acquisition or the Transactions (a “Pre-Consummation Warning Letter”), the parties agreed the receipt by either or both of them of a Pre-Consummation Warning Letter or other verbal or written communications from such governmental authority to the same effect will not be a basis for asserting that any condition to Closing under the Share Purchase Agreement has not be satisfied. On May 24, 2024, both Intelsat and SES filed their respective HSR Filings. On June 24, 2024, Intelsat and SES each received a request for additional information, often referred to as a “second request,” from the DOJ.

Each of the parties agreed to (i) consult and cooperate in good faith with each other in connection with (A) the making of any filings or obtaining any consents contemplated by the Share Purchase Agreement and (B) any action relating to the Transactions, including any governmental inquiry, investigation or proceeding initiated by a private party, (ii) promptly provide updates to the other party with respect to any meetings, discussions, appearances or other forms of contact with any governmental authority or the staff or regulators of any such governmental authority, (iii) use reasonable best efforts to furnish to each other all information required for any applicable or other filing to be made, or any consents to be obtained, pursuant to any applicable Law in connection with the Transactions, including all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of either party before any

 

76

governmental authority or the staff or regulators of any governmental authority, in connection with the Transactions (but, not including any interactions between SES or Intelsat with a governmental authority in the ordinary course of business and unrelated to the Transactions, any disclosure which is not permitted by applicable Law or any disclosure containing confidential information), in advance of furnishing, filing, or submitting any such information to any governmental authority or the staff or regulators of such governmental authority, so as to provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of one another, in connections with any such analyses, presentations, memoranda, briefs, filings, arguments, proposals and submissions and (iv) if a party receives a request for information or documentary material from any governmental authority with respect to the Share Purchase Agreement or the Transactions, make, or cause to be made and cause its affiliates to cooperate in making, as soon as reasonably practicable and after consultation with the other party, a response which is, at minimum, in substantial compliance with such request; provided that each of the foregoing is subject to certain exceptions and limitations as provided in the Share Purchase Agreement.

Each party also agreed not to, and to cause its affiliates not to, take any action or enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), the effect of which would reasonably be expected to materially delay the obtaining of, or materially increase the risk of not obtaining, any of the Required Antitrust Approvals, the Required FDI Approvals, the DCSA Approval or the Required Telecommunications Approvals.

Employee Matters

Except to the extent otherwise required by applicable Law, for the period commencing as of the Closing and ending on the earlier of (x) the date that is 12 months following the date of the Closing (such date of the Closing, the “Closing Date”) and (y) the date of termination of the applicable employee’s employment, SES agreed to provide each individual who is employed by Intelsat and its subsidiaries prior to the Closing (such employees, collectively, “Continuing Employees”) with (A) base salaries or base wages that are no less favorable than the base salaries or base wages provided by Intelsat and its subsidiaries immediately prior to the Closing, (B) target short-term cash incentive opportunities that are no less favorable than the target short-term cash incentive opportunities provided by Intelsat and its subsidiaries, (C) target long-term incentive opportunities provided by SES and its subsidiaries to their similarly-situated employees and (D) the greater of employee benefits (excluding change in control and retention bonus, and long-term, equity or equity-based incentives) substantially comparable in the aggregate to the employee benefits (excluding change in control and retention bonus, and long-term, equity or equity-based incentives) provided by (I) Intelsat and its subsidiaries immediately prior to the Closing or (II) SES and its subsidiaries to their similarly-situated employees from time to time.

Except to the extent otherwise required by applicable Law, SES has agreed to (i) give each Continuing Employees full credit for all purposes of determining any severance entitlements as specified in the Share Purchase Agreement and subject to the terms and conditions of the Share Purchase Agreement, and (ii) (A) use commercially reasonable efforts to waive any limitation on health and welfare coverage of such Continuing Employees due to pre-existing conditions, waiting periods, active employment requirements, and requirements to show evidence of good health under any applicable health and welfare plan of the Combined Group to the extent such employees of Intelsat and its subsidiaries were covered under a similar benefit plan of Intelsat and its subsidiaries and (B) credit each such Continuing Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Intelsat and its subsidiaries prior to the Closing Date during the plan year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of SES or any of its affiliates for such plan year.

Intelsat and SES agreed to reasonably cooperate in good faith to comply in all material respects with all information, consultation, effects bargaining and other processes, if any, toward the relevant employees and relating to any work councils, unions and any employee representative bodies in connection with the transactions contemplated in the Share Purchase Agreement.

 

77

Intelsat and SES also agreed to reasonably cooperate to establish and implement a retention plan (the “Intelsat Retention Plan”) providing for a minimum of $40 million of payments to retain employees of Intelsat and its subsidiaries, and SES will have the authority and discretion to determine all terms of the Intelsat Retention Plan and the recipients thereunder; provided that SES will consider in good faith the recommendation of Intelsat’s Chief Executive Officer with respect to the Intelsat Retention Plan prior to such determination.

Financing Covenants

Repurchase of Notes; Termination and Refinancing of Indebtedness

Intelsat and SES agreed that SES may, in its sole discretion, deliver notice (the “Notes Repurchase Notice”) to Intelsat not less than 20 business days prior to the Closing of SES’s desire to redeem, repurchase, acquire or otherwise satisfy and discharge (any such transaction, a “Pre-Closing Notes Repurchase”) all or part of Intelsat Jackson’s 6.500% First Lien Secured Notes due 2030 (the “Intelsat Jackson Notes”). If SES delivers a Notes Repurchase Notice, Intelsat has agreed to use its reasonable best efforts to, and to use its reasonable best efforts to cause its subsidiaries and representatives to, cause such Pre-Closing Notes Repurchase to be effected on such terms and conditions and timing as set forth in the Notes Repurchase Notice, subject to SES providing all funds necessary to effect the Pre-Closing Notes Repurchase and certain other terms and conditions of the Share Purchase Agreement.

Intelsat has agreed to, and agreed to cause Intelsat Jackson to, deliver to SES prior to the Closing an executed customary payoff letter from the creditors in respect of the Credit Agreement, dated February 1, 2022, by and among Intelsat Jackson and certain other parties thereto and Barclays Bank PLC, as administrative agent and collateral agent, subject to the terms and conditions of the Share Purchase Agreement. If the Pre-Closing Notes Repurchase is exercised in respect of all outstanding Intelsat Jackson Notes, Intelsat has agreed to, and agreed to cause Intelsat Jackson to, deliver customary evidence of the redemption of the Intelsat Jackson Notes on or prior to the Closing. If (i) a Pre-Closing Notes Repurchase is exercised in respect of some but not all of the outstanding Intelsat Jackson Notes or no Pre-Closing Notes Repurchase occurs and (ii) an investment grade event (as defined in the indenture to the Intelsat Jackson Notes, an “Investment Grade Event”) occurs with respect to the Intelsat Jackson Notes on or prior to the Closing, Intelsat has agreed to, and agreed to cause Intelsat Jackson to, use reasonable best efforts to obtain and deliver to SES, no later than three business days prior to the Closing, a draft confirmation letter from the collateral agent under the indenture to the Intelsat Jackson Notes stating that all encumbrances and guarantees in connection therewith relating to the assets and properties of the Intelsat Group securing the Intelsat Jackson Notes will be released and terminated upon the occurrence of an Investment Grade Event. If either the Pre-Closing Notes Repurchase is exercised in respect of all the outstanding Intelsat Jackson Notes or an Investment Grade Event occurs with respect to the Intelsat Jackson Notes on or prior to the Closing, Intelsat had agreed to, and agreed to cause Intelsat Jackson to, deliver forms of termination, deeds of release, notices, filings or other relevant documentation evidence the release of applicable collateral in any jurisdiction in which collateral has been granted.

Intelsat has also agreed to use its commercially reasonable efforts to have certain liens listed on Intelsat’s disclosure schedules to the Share Purchase Agreement released prior to the Closing, provided that Intelsat’s failure to obtain any such release will not be considered a failure of a condition to the Closing.

Financing Cooperation

Subject to the terms and conditions of the Share Purchase Agreement, Intelsat has agreed to, and has agreed to cause its subsidiaries to, cooperate in connection with the arrangement of any financing (other than a debt financing pursuant to an offering under a registration statement with the SEC) that is reasonably requested by SES, including:

 

•

assisting with the preparation of materials for ratings agency presentations, bank information memoranda, offering documents, private placement memoranda and similar customary documents;

 

78

•

cooperating with syndication or marketing efforts of SES and its financing sources (including making senior management available to participate in “road shows”);

 

•

upon reasonable prior notice and during normal business hours, participating in a reasonable number of meetings, drafting sessions, due diligence sessions, sessions with ratings agencies and presentations to prospective lenders and investors;

 

•

furnishing, or using commercially reasonable efforts to cause third parties to furnish, customary financial, business and other pertinent information, documents and materials, including (i) opinions, consents and audit reports with respect to Intelsat’s consolidated financial statements, (ii) financial statements and (iii) customary comfort letters;

 

•

providing or obtaining documents as may be reasonably requested by SES, including customary legal opinions, officer’s certificates, bank authorization letters and consents of accountants;

 

•

assisting with the preparation of facilities agreements, indentures, purchase agreements and other financing documents and facilitating the pledging of collateral at the Closing and the removal of any encumbrances or securities;

 

•

complying with publicity guidelines with respect to the offering of any debt securities;

 

•

providing SES and its financing sources all documentation and other information reasonably requested by such financing sources under applicable “know your customers” and anti-money laundering laws; and

 

•

reasonably cooperating with SES in the preparation of customary pro forma financial statements prepared in accordance with the requirements of Regulation S-X as of the date that would be prescribed by Rule 11-02 of Regulation S-X.

Credit Support Obligations

SES agreed to use commercially reasonable efforts to cause Intelsat to be released, effective as of the Closing Date, from all liabilities under certain contracts listed on Intelsat’s disclosure schedules to the Share Purchase Agreement (“Intelsat Support Obligations”), including, to the extent reasonably necessary, using commercially reasonable efforts to arrange for and provide substitute credit support for the Intelsat Support Obligations on terms and conditions reasonably satisfactory to the beneficiaries of the Intelsat Support Obligations. If, as of the Closing, Intelsat has not been fully released from all liabilities under the Intelsat Support Obligations, then, from and after the Closing, SES has agreed to use commercially reasonable efforts to cause Intelsat to be fully released from all liabilities under any continuing Intelsat Support Obligations, including, to the extent reasonably necessary in furtherance of obtaining such releases, using commercially reasonable efforts to arrange for and provide substitute credit support on terms and conditions reasonably satisfactory to the beneficiaries of the continuing Intelsat Support Obligations.

Debt Financing

SES has agreed to use its reasonable best efforts to take all actions and to do all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing (as defined below) in an amount that (taken together with the cash, available lines of credit and other sources of immediately available funds to SES as at the Closing) is required to consummate the Transactions (excluding the Liquidation) and pay all required amounts under the Share Purchase Agreement on the terms and conditions described in the Bridge Facility Agreement and the Share Purchase Agreement, including using reasonable best efforts to (i) maintain in full force and effect the Bridge Facility Agreement, (ii) satisfy and comply with on a timely basis all conditions and covenants to the funding of the Debt Financing in the Bridge Facility Agreement, (iii) enforce SES’s rights under the Bridge Facility Agreement (including SES’s right to cause the debt financing sources under the Bridge Facility Agreement to fund the Debt Financing upon the satisfaction of applicable conditions) and (iv) consummate the

 

79

Debt Financing on or prior to the Closing Date such that the Closing will be consummated and all amounts required to be paid by or on behalf of SES will be paid. SES has agreed to furnish to Intelsat true and complete copies of all amendments to the Bridge Facility Agreement and all material documents in relation to the Bridge Facility Agreement that are reasonable likely to affect SES’s ability to consummate the Debt Financing.

If any portion of the Debt Financing becomes unavailable, withdrawn, repudiated, terminated or rescinded, SES has agreed to promptly notify Intelsat in writing. SES has agreed not to, and to cause its affiliates not to, permit, consent to or agree to certain amendments, restatements, replacements, supplements, terminations or other modifications or waivers of provisions or remedies under the Bridge Facility Agreement (including any relief or release of any debt financing source from its obligations under the Bridge Facility Agreement other than in connection with the entry into of a replacement Debt Financing (including for those purposes, any Retained SSNs) where such replacement Debt Financing is otherwise expressly permitted under the terms and conditions of the Share Purchase Agreement) without the prior written consent of Intelsat, subject to the terms and conditions of the Share Purchase Agreement. SES has also agreed to keep Intelsat informed, upon Intelsat’s reasonable request, of the status of its efforts to arrange the Debt Financing and to promptly notify Intelsat upon the occurrence of certain events set forth in the Share Purchase Agreement. SES has agreed that the availability, terms or obtaining all or any portion of the Debt Financing is not a condition to the obligations of SES under the Share Purchase Agreement, including the obligation to consummate the Acquisition.

“Debt Financing” means, subject to the terms and conditions of the Bridge Facility Agreement and the Share Purchase Agreement, (i) the financing contemplated by the Bridge Facility Agreement and (ii) the portion of the Intelsat Jackson Notes (or any replacement thereof) (if any) that is not subject to the Pre-Closing Notes Repurchase and that will therefore remain outstanding on or after the Closing (the “Retained SSNs”).

Conditions to the Closing of the Acquisition

Each party’s obligation to consummate the Acquisition is subject to the fulfillment or waiver of various conditions, which include the following:

 

•

no law enacted or issued after the date of the execution of the Share Purchase Agreement in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, being in effect which has the effect of enjoining, restraining, making illegal or otherwise prohibiting the consummation of the Acquisition;

 

•

any applicable waiting period (and any extension thereof) under the HSR Act having expired or terminated and consents of, or filings under, any other antitrust laws set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement having been received or made and remaining in effect;

 

•

the applicable FCC Consent having been obtained and considered final and any other Required Telecommunications Approvals having been received or made and remain in effect;

 

•

the Required FDI Approvals having been obtained, received or made and remain in effect;

 

•

the DCSA Approval having been obtained;

 

•

all waiting periods applicable to the Transactions having elapsed pursuant to Section 122.4(b) of the ITAR;

 

•

the Intelsat Shareholder Approval having been obtained in accordance with applicable Law and Intelsat’s organizational documents; and

 

•

this registration statement of which this prospectus forms a part having become effective, no stop order having been issued by the SEC and remaining in effect with respect to such registration statement, and no action seeking such a stop order by the SEC being pending and the applicable blue sky filings having been submitted to the applicable Governmental Authorities and such Governmental Authorities

 

80

having authorized, approved and not objected to, as applicable the Transactions and the offering and sale of securities in connection with the Transactions.

Intelsat is not obligated to effect the Acquisition under the Share Purchase Agreement unless the following conditions are satisfied (or waived by Intelsat in its sole discretion) at or prior to the Closing:

 

•

each of the representations and warranties of SES set forth in the Share Purchase Agreement being true and correct as of the date of the Share Purchase Agreement and as of the Closing Date as if made as of the Closing Date (or in the case that any such representations and warranties are made as of a specified date, as of such specified date), except for inaccuracies of representations or warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with or delay the consummation of the Transactions (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, material adverse effect and similar qualifies set forth in such representations and warranties will be disregarded);

 

•

SES having performed or complied with, in all material respects, all covenants and agreements required to be performed or complied with by SES under the Share Purchase Agreement on or prior to the Closing;

 

•

Intelsat having received a certificate signed by an authorized officer of SES stating that the conditions in the preceding two bullet points have been satisfied; and

 

•

SES having delivered to Intelsat, an executed counterpart of each of the following agreements signed by SES or the Rights Agent, as applicable: the applicable transfer form (“Transfer Form”), the CVR Agreement, an applicable bill of sale (“Bill of Sale”) and all other agreements, documents, certificates and instruments required to be delivered by the Share Purchase Agreement.

SES is not obligated to consummate the Acquisition unless the following conditions are satisfied (or waived by SES in its sole discretion) at or prior to the Closing:

 

•

(i) each of the representations and warranties of Intelsat, as applicable, relating to the beneficial ownership of the Transferred Shares, release of encumbrances, the outstanding equity securities of Holdings, and the absence of certain changes or events being true and correct in all respects both as of the date of the Share Purchase Agreement and as of the Closing Date as if made as of the Closing Date (or in the case that any such representation and warranties are made as of a specified date, as on such specified date); (ii) each of the other representations and warranties of Intelsat, as applicable, relating to organization and qualification, authority, conflict with organizational documents of Intelsat, the existence of certain corporate interests, equity interests, brokers and Legacy CVR agreements being true and correct in all material respects both as of the date of the Share Purchase Agreement and as of the Closing Date as of made on the Closing Date (or in the case that any such representations and warranties are made as of a specified date, as of such specified date); and (iii) each of the remaining representations and warranties of Intelsat set forth in the Share Purchase Agreement being true and correct both as of the date of the Share Purchase Agreement and as of the Closing Date as though made as of the Closing Date (or in the case that any such representations and warranties are made as of a specified date, as of such specified date), except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect with respect to Intelsat;

 

•

Intelsat having performed or complied with, in all material respects, all covenants and agreements required to be performed or complied with by Intelsat under the Share Purchase Agreement on or prior to the Closing;

 

•

no material adverse effect with respect to Intelsat having occurred that is continuing;

 

•

SES having received a certificate signed by an authorized officer of Intelsat stating that the conditions in the preceding three bullet points have been satisfied;

 

81

•

Intelsat having delivered to SES an executed counterpart of each of the following agreements signed by Intelsat, as applicable: the Transfer Form, the Bill of Sale and all other agreements, documents, certificates and instruments required to be delivered by the Share Purchase Agreement;

 

•

if applicable pursuant to the terms of the Share Purchase Agreement, the redemption, repurchase, acquisition or other satisfaction and discharge of all or part of the Intelsat Jackson Notes having been consummated, or being consummated substantially concurrently with the Closing, in either case, in accordance with the Share Purchase Agreement; and

 

•

none of the Required Antitrust Approvals or Required Telecommunications Approvals has contained, required, included or imposed a Burdensome Condition and none of the Required FDI Approvals or the DCSA Approval has contained, required, included or imposed an Other Regulatory Burdensome Condition, as defined in the Share Purchase Agreement.

Termination

Termination of the Share Purchase Agreement

The Share Purchase Agreement may be terminated by mutual written consent of SES and Intelsat.

Either SES or Intelsat may also terminate the Share Purchase Agreement if:

 

•

the other party breaches or fails to perform any of its covenants or is inaccurate in its representations and warranties, which breach, failure to perform or inaccuracy would give rise to the failure of the related condition to the Closing to be satisfied at the Closing;

 

•

the Acquisition has not been consummated by the Outside Date; provided that if on the Outside Date certain conditions to Closing have not been satisfied or waived (in each case, as they relate to any required pre-Closing Regulatory Approval), then the parties have agreed that the Outside Date will be automatically extended to January 28, 2026 (the “First Extended Outside Date”); provided further that if on the First Extended Outside Date certain conditions to Closing have not been satisfied or waived (in each case as they relate to any required pre-Closing Regulatory Approval), then the parties have agreed that the First Extended Outside Date will be automatically extended to April 28, 2026 (the “Second Extended Outside Date”); provided, further, however, that the Share Purchase Agreement may not be terminated if the failure of the party requesting termination to fulfill any obligation under the Share Purchase Agreement is the primary cause of, or primarily results in, the failure of the Acquisition to be consummated on or prior to the Outside Date (as may have been extended);

 

•

if the Intelsat Shareholder Approval is not obtained subject to the terms of the Share Purchase Agreement (“Vote Condition Termination”);

 

•

any governmental authority in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, having issued an order or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which such order or other action has become final and non-appealable; provided, further, however, that the Share Purchase Agreement may not be terminated if the failure of the party requesting termination to fulfill any obligation under the Share Purchase Agreement is the primary cause of, or primarily results in, the issuance of such final and non-appealable order or taking of such other action;

 

•

all of the Closing conditions for the other party have been satisfied, and such first party has irrevocably confirmed in writing at least three business days prior to such termination that it stands ready, willing and able to consummate the Closing and such other party has failed (for any reason) to consummate the Closing.

 

82

Termination Fees and Commercial Agreement

If the Share Purchase Agreement is validly terminated by Intelsat or SES (such terminating party, the “Terminating Party” and, such non-terminating party, the “Non-Terminating Party”) pursuant to (i) a material breach of a covenant, (ii) the failure of the Non-Terminating Party to close at a time when all applicable conditions have been satisfied or waived (other than any such condition the failure of which to be satisfied has been caused by or results from a breach by the Non-Terminating Party of any of its obligations under the Share Purchase Agreement), (iii) the expiration of the Outside Date if the Terminating Party could have terminated under foregoing clauses (i) or (ii) at such time, or (iv) the issuance of an order or any other action by any governmental authority in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, that has the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which such order or other action has become final and non-appealable, if the Terminating Party could have terminated under foregoing clauses (i) or (ii) at such time (each a “Breach Termination”) pursuant to the terms of the Share Purchase Agreement, then the Non-Terminating Party agreed to pay to the Terminating Party the Breach Termination Fee, together with the Terminating Party’s and its affiliates’ reasonable and documented out-of-pocket costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions (including fees and expenses of attorneys, accountants, financial advisors and other professionals and the reasonable and documented out-of-pocket expenses incurred in connection with any action commenced to enforce the Non-Terminating Party’s obligation to pay the applicable Termination Fees) (such costs and expenses, the “Breach Termination Fee Expenses”) within 2 business days after the date of such termination.

If the Share Purchase Agreement is validly terminated by Intelsat or SES as a Vote Condition Termination, then Intelsat agreed to pay to SES the Vote Condition Termination Fee, together with SES’s and its affiliates’ reasonable and documented out-of-pocket costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions (including fees and expenses of attorneys, accountants, financial advisors and other professionals and the reasonable and documented out-of-pocket expenses incurred in connection with any action commenced to enforce Intelsat’s obligation to pay the applicable Termination Payments) (such costs and expenses, the “Vote Condition Termination Fee Expenses”) within 2 business days after the date of such termination.

If the Share Purchase Agreement is validly terminated by Intelsat or SES for (i) the issuance of an order or any other action by any governmental authority in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, that has the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which such order or other action has become final and non-appealable (and such termination does not constitute a Breach Termination), or (ii) expiration of the Outside Date (and (1) such termination does not constitute a Breach Termination and (2) at the time of such termination, certain conditions relating to any required pre-Closing Regulatory Approval have not been satisfied but all other conditions have been satisfied or waived (any such termination, a “Regulatory Condition Termination” and, together with a Breach Termination and a Vote Condition Termination, the “Fee Terminations”), then SES agreed to pay to Intelsat the Regulatory Condition Termination Fee, together with Intelsat’s and its affiliates’ reasonable and documented out-of-pocket costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions (including fees and expenses of attorneys, accountants, financial advisors and other professionals and the reasonable and documented out-of-pocket expenses incurred in connection with any action commenced to enforce SES’s obligation to pay the applicable Termination Fees) (such costs and expenses, the “Regulatory Condition Termination Fee Expenses”) within 2 business days after the date of such termination, subject to certain limitations set forth in the Share Purchase Agreement.

If the Share Purchase Agreement is validly terminated by Intelsat or SES in circumstances in which the Breach Termination Fee or the Regulatory Condition Termination Fee is payable by SES to Intelsat, then SES

 

83

and Intelsat agreed to negotiate in good faith to prepare and execute the Commercial Agreement within 30 days after the date of such termination.

Amendment, Extension and Waiver of Share Purchase Agreement

The Share Purchase Agreement may be amended, modified or supplemented by the parties at any time prior to the Closing Date by a written instrument executed and delivered by a duly authorized officer on behalf of such party, provided that after the Intelsat Shareholder Approval has been obtained, no amendment will be effective which pursuant to applicable law requires further approval or adoption by Intelsat’s shareholders without such further approval or adoption first being obtained.

At any time prior to the Closing, the parties may (i) extend the time for performance of any of the obligations or other acts of the parties contained in the Share Purchase Agreement, (ii) by action taken or authorized by their respective board of directors, waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by such party in connection with the Share Purchase Agreement, or (iii) by action taken or authorized by their respective board of directors, waive compliance by the other party with any of the agreements or conditions contained in the Share Purchase Agreement. Any agreement on the part of any party to any such extension or waiver will be valid only if set forth in a written agreement signed on behalf of such party. Any agreement on the part of any party to any such extension or waiver will be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

No Third-Party Beneficiaries

Except as expressly provided in the Share Purchase Agreement, nothing in the Share Purchase Agreement, express or implied, is intended to or will confer upon any other person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of the Share Purchase Agreement.

Governing Law

Except for certain provisions specifically governed by New York law, the Share Purchase Agreement and any claims, disputes or causes of action arising out of or relating to the Share Purchase Agreement, the negotiation, execution or performance of the Share Purchase Agreement or the Transactions are governed by, and interpreted, construed and enforced in accordance with, the internal laws of the Grand Duchy of Luxembourg, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the Grand Duchy of Luxembourg.

Jurisdiction

Except for certain provisions specifically subject to New York court resolutions, each of the parties irrevocably agreed that any disputes, controversies or claims arising out of or in connection with the Share Purchase Agreement of any nature whatsoever, including any dispute arising out of or in connection with its creation, existence, validity, interpretation, termination or non-performance, which cannot be amicably resolved between the parties within 30 days after written notice thereof, will be submitted to final and binding arbitration under the Rules of the London Court of International Arbitration then in effect by a panel of three arbitrators, applying the Laws of the Grand Duchy of Luxembourg subject to the terms and conditions of the Share Purchase Agreement.

Specific Performance

Each of Intelsat and SES is entitled to specific performance of the terms in the Share Purchase Agreement, including an injunction or injunctions to prevent breaches or threatened breaches of the Share Purchase

 

84

Agreement and to enforce specifically the terms and provisions of the Share Purchase Agreement, including the right of a party to cause each other party to consummate the Transactions (as applicable), without proof of actual harm (and each party waived any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled in equity or at law. The parties further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy for any breach or threatened breach of the Share Purchase Agreement. Notwithstanding anything to the contrary in the Share Purchase Agreement, the parties agreed that any action arising out of or pursuant to the specific performance provision in the Share Purchase Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

Waiver of Jury Trial

Each of Intelsat and SES waived all right to a trial by jury in any action or claim arising out of any dispute in connection with the Share Purchase Agreement, any rights or obligations under the Share Purchase Agreement or the performance of any such rights or obligations.

Non-Recourse

The Share Purchase Agreement may only be enforced against, and any claims, obligations, liabilities or actions that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the Share Purchase Agreement or the transactions contemplated thereby, or the negotiation, execution, or performance of the Share Purchase Agreement may only be made against, the parties to the Share Purchase Agreement.

 

85

RELATED AGREEMENTS – CONTINGENT VALUE RIGHTS AGREEMENT

This section describes the material terms of the contingent value rights agreement, which will be entered into and executed between SES and Equiniti Trust Company, LLC, as Rights Agent, in connection with the Closing. The rights and obligations of the parties shall be governed by the express terms and conditions of the CVR Agreement, a form of which is attached hereto as Annex B, and not by this summary. This summary is not complete and is qualified in its entirety by reference to the complete text of the CVR Agreement. You are encouraged to read the CVR Agreement carefully in its entirety, as well as this prospectus and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about either Intelsat or SES.

The CVR Agreement will set forth the terms of the CVRs to be issued to Intelsat at the Closing. A Holder is entitled to receive Applicable Consideration (as defined below) pursuant to the terms and conditions of the CVR Agreement, less any applicable withholding taxes, upon SES’s receipt of Gross Proceeds (as defined below).

The rights of Holders will be governed by and subject to the CVR Agreement.

Characteristics of the CVRs

The CVRs will not represent equity or ownership interest in SES and neither the Holders nor the CVRs will have any rights common to shareholders of SES, including voting and dividend rights. No interest will accrue on any amounts that may be payable to a Holder. The CVR payment is an unsecured general obligation of SES. There can be no assurance that any payment will be made under the CVRs, or the amount or timing of any such payment. Any amounts to be received in connection with the CVRs, and the timing of any payments, are contingent upon the occurrence of certain events that may or may not occur, and that may be outside the control of SES and Intelsat. There may be no cash amount ultimately paid in respect of the CVRs.

CVR Payments and Payment Date

The CVRs will represent the right to receive certain contingent cash payments payable by SES to the Rights Agent for the benefit of the Holders, within 90 days following the receipt by SES or any of its affiliates of any Gross Proceeds.

Following the receipt by SES or any of its affiliates of any Gross Proceeds, SES will deliver to the Rights Agent a certificate setting forth, in reasonable detail with reasonable supporting information, SES’s calculation of the Applicable Consideration with respect to such Gross Proceeds, including SES’s calculation of Gross Proceeds, Net Proceeds and Applicable Expenses (and the components thereof).

Within 5 business days following receipt of any Applicable Consideration from SES for payment to the Holders (each, a “CVR Payment Amount”), the Rights Agent will pay the applicable pro rata share of such CVR Payment Amount to (a) each Holder holding its CVRs directly on the CVR Register (i) by check mailed to the address of such Holder as reflected on the CVR Register as of the close of business on the last business day prior to such date or (ii) if such Holder has provided the Rights Agent with wire transfer instructions in writing, by wire transfer of immediately available funds to the account specified in such instructions.

SES, the Rights Agent and their respective affiliates are entitled to deduct and withhold, or cause to be deducted or withheld, from any amount payable pursuant to the CVR Agreement, such amounts as are required to be deducted and withheld with respect to such payment under any provision of U.S. or non-U.S. federal, national, supranational, state, local, provincial or similar tax law, and will take all actions that may be necessary to ensure that any amounts so deducted or withheld are timely remitted to the appropriate Governmental Entity as required by applicable Law.

The rights of the Holders will be limited to those expressly provided for in the CVR Agreement.

 

86

The following terms are defined in the form of CVR Agreement attached as Annex B to this prospectus:

“Applicable Consideration” means, with respect to any Qualified Monetization, an amount equal to 42.5% of the cumulative Net Proceeds (as defined below) received by SES and its affiliates between the date of the CVR Agreement and the termination date with respect to such Qualified Monetization.

“Applicable Expenses” means, as of any date of determination with respect to any Qualified Monetization, all reasonable and documented fees and expenses incurred (or estimated in good faith to be incurred) by SES and its Affiliates in connection with such Qualified Monetization to the extent not actually reimbursed as of such time, including, without duplication, (a) out-of-pocket legal, accounting, consulting and other advisor fees and expenses, (b) Tax Costs (as defined below), (c) any sums directly attributed to requisite satellite costs (including launch and insurance), network costs and customer relocation costs (including cost of capital and interest costs) and (d) any transition costs incurred by the SES or any of its affiliates in connection with the repurposing of Applicable Spectrum. Applicable Expenses will be reduced by any reduction in actual cash Taxes payable in the taxable period of the payment or accrual of any unreimbursed fees or expenses described in the prior sentence by SES or any of its Affiliates and resulting directly from deductions arising from the payment of accrual of such unreimbursed fees or expenses, determined on a “with and without” basis with respect to any such fees or expenses paid or accrued, treating any such fees or expenses paid or accrued as the last item paid or accrued in the applicable taxable period.

“Applicable Spectrum” means SES and its affiliates’ usage rights for up to 100 MHz of the C-band downlink spectrum at 3.98–4.2 GHz; provided that, if after the date of the CVR Agreement, SES or any of its affiliates acquires, is acquired by or combines with (including in a change of control) any entity (including Eutelsat S.A., Telesat Canada, Star One S.A. or any of such Entities’ affiliates or subsidiaries) (collectively, “Other Entities”), Applicable Spectrum will not include any C-band downlink spectrum of such Other Entities, and any monetization of such C-band downlink spectrum will not be included in the determination of Gross Proceeds, Net Proceeds or Applicable Consideration.

“Applicable Transfer” means a sale or transfer of Applicable Spectrum by SES; provided that a “sale” or “transfer” will not include the provision of third party use rights with respect to Applicable Spectrum (e.g., a spectrum leasing arrangement); provided that such provision does not restrict SES and its affiliates’ ability to monetize such Applicable Spectrum pursuant to an event of Qualified Monetization; provided, further, that if such provision of use rights partially restricts such monetization by SES (e.g., granting partial rights to monetization to such third party), the Applicable Spectrum will be deemed sold or transferred only to the extent of such restriction.

“Gross Proceeds” means, with respect to any Qualified Monetization, any cash consideration, without duplication, that is actually received by SES or any of its affiliates solely to the extent such consideration directly results from the final clearance or Applicable Transfer of Applicable Spectrum pursuant to such Qualified Monetization.

“Net Proceeds” means, with respect to any Qualified Monetization, an amount equal to (a) Gross Proceeds with respect to such Qualified Monetization, minus (b) the Applicable Expenses with respect to such Qualified Monetization.

“Qualified Monetization” means (a) the adoption, enactment or promulgation of any Law by any Governmental Authority requiring the clearing of Applicable Spectrum (an “Applicable Order”) or (b) the consummation of an Applicable Transfer, in each case, whether occurring prior to or after the date of the CVR Agreement and that directly results in the receipt by SES or any of its affiliates on or after the date of the CVR Agreement and prior to the CVR Outside Date (as defined below) of cash consideration for the final clearance or transfer of Applicable Spectrum (including with respect to governmental relocation payments or private negotiations); provided, however, that in no event will (i) any (x) Regulatory Concession or (y) a Change of Control of SES be deemed a Qualified Monetization or (ii) the C-Band Order constitute an Applicable Order.

 

87

“Tax Costs” means any liability for cash taxes of any kind imposed on or with respect to SES or any of its affiliates to the extent attributable to the receipt of any Gross Proceeds, determined on a “with and without” basis with respect to any amount of Gross Proceeds received by SES or any of its affiliates, treating any Gross Proceeds received as the last item realized in the applicable taxable period; provided that (a) for the avoidance of doubt, the “with and without” basis determination (and treating any Gross Proceeds received as the last item realized in the applicable taxable period) is intended to have the effect that cash taxes imposed will be computed after reduction for any tax attribute actually used (other than tax deductions arising from the CVR payments to SES) by SES or any of its affiliates to reduce such cash Taxes payable, including net operating losses or Tax credits (and the use of any such tax attribute will not itself be considered a Tax Cost) and (b) Tax Costs will be increased by any out-of-pocket third-party costs and expenses reasonably attributable to determining the cash taxes applicable to the receipt of Gross Proceeds by SES or any of its affiliates.

Issuance of CVRs

The CVRs will be issued to Intelsat on the Closing Date.

In connection with the Liquidation, Intelsat will distribute the CVRs to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs). The CVR Agreement provides that Intelsat will also notify SES and the Rights Agent of the effectiveness of the Liquidation and provide appropriate instructions to enable the Rights Agent to update the CVR Register to reflect the distribution of the CVRs.

Transferability of CVRs; No Listing Obligation

The CVRs or any beneficial interest thereof, will be freely transferable without the prior consent of SES. Notwithstanding the foregoing, no Holder may transfer any of its CVRs or beneficial interests thereof, except:

 

•

as permitted under the Securities Act and other applicable federal Law or state securities or blue sky laws;

 

•

if such transfer would not cause SES or any subsidiary or affiliate to be required to register as an investment company under the Investment Company Act of 1940; and

 

•

if such transfer would not cause SES or any subsidiary or affiliate to be subject to regulation under the Investment Advisers Act of 1940.

Any attempted or purported transfer of all or a portion of the CVRs or beneficial interests thereof held by a Holder in violation of the foregoing will be null and void and of no force or effect whatsoever, such purported transferee will not be treated as a Holder of the CVRs or beneficial interests, and the Rights Agent will not register such Transfer.

The Share Purchase Agreement does not obligate SES to list the CVRs on any securities exchange, and SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue.

The CVRs will not (i) be subject to any mandatory or optional redemption rights by the Holders or SES, (ii) mature or trigger any right to payment by the Holders in any amount or on any specific date, or (iii) be convertible into or exchangeable for any security or other interest in SES.

Redemption

The CVRs will not (i) be subject to any mandatory or optional redemption rights by the Holders or SES, (ii) mature or trigger any right to payment by the Holders in any amount or on any specific date, or (iii) be convertible into or exchangeable for any security or other interest in SES.

 

88

SES’s Acquisition of CVRs

The CVR Agreement does not prohibit SES or any of its affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion.

Successors and Assigns; Merger

SES may assign any or all of its rights, interests and obligations, in its sole discretion and without the consent of any other party of the CVR Agreement, to any of its affiliates; provided that (i) SES delivers to the Rights Agent an officer’s certificate certifying that such affiliate will be able to make any applicable payments pursuant to such agreement; and (ii) the assignee agrees to assume and be bound by all of the terms of the CVR Agreement, and provided, further, that SES will remain liable for the performance by such assignee of all obligations of SES.

The CVR Agreement will be binding upon, inure to the benefit of, and be enforceable by each of the successors of SES and each assignee. Each of the successors of SES and the assignees will expressly assume by an instrument supplemental to the CVR Agreement, executed and delivered to the Rights Agent, the due and punctual performance and observance of all of the covenants and obligations of the CVR Agreement to be performed or observed by SES. Any attempted assignment in violation of the applicable provision in the CVR Agreement will be void and of no effect.

Change of Control

SES will not consolidate, amalgamate, merge or combine with or into any other entity in which SES will not be the surviving or continuing entity in such consolidation, amalgamation, merger or combination, unless the surviving entity in such consolidation, amalgamation, merger or combination will assume all of the obligations of SES under the CVR Agreement. The CVR Agreement and the CVRs will survive any change of control.

Covenants

List of Holders

SES will furnish or cause to be furnished to the Rights Agent the names and addresses of the direct owners following SES’s receipt of notice of such direct owners’ names and addresses; provided that, notwithstanding the foregoing, SES will have no obligations pursuant to this sentence if the only direct owner is Cede & Co. at the Effective Date. The Rights Agent will reflect such names and addresses on the CVR Register and confirm the write up of the CVR Register and list of initial direct owners to SES promptly following receipt of such names and addressed from SES.

Nonassignability

SES will not, and will cause all of its applicable affiliates not to, assign the right to receive any consideration that would constitute Applicable Consideration to any person unless such person is an affiliate and such assignment is made in accordance with the applicable provisions of the CVR Agreement.

Governing Law and Submission of Jurisdiction

All claims, disputes and causes of action that may be based on, arising out of or relating to the CVR Agreement or the negotiation, execution, performance or subject matter of the CVR Agreement, will be governed by the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. With respect to any such claim, dispute or cause of action, each party to the CVR Agreement will consent and submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware.

 

89

Amendment of CVR Agreement without Consent of Holders

Without the consent of any Holders or the Rights Agent, SES may enter into one or more amendments of the CVR Agreement, for any of the following purposes:

 

•

to evidence the succession of another person to SES and the assumption by any such successor of the covenants of SES in the CVR Agreement;

 

•

to cure any ambiguity, to correct or supplement any provision in the CVR Agreement that may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the CVR Agreement; provided that, in each case, such provisions do not adversely affect the interests of any Holder;

 

•

to evidence the succession of another person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent in the CVR Agreement; or

 

•

any other amendments, unless such amendment is adverse to the interests of any Holder (in which case such amendment will not be effective against such adversely affected Holder without such adversely affected Holder’s prior written consent but will be effective against all of the other Holders who are not adversely affected.

Amendment of CVR Agreement with the Consent of SES and Holders

With the prior written consent of each of (i) Holders holding CVRs representing at least 75% of the outstanding CVRs and (ii) SES, the Rights Agent may enter into one or more amendments to the CVR Agreement for the purpose of adding, eliminating or changing any provisions of the CVR Agreement.

Promptly after the execution of any such amendment by SES, the Rights Agent, and, if applicable, the Holders holding CVRs representing at least 75% of the outstanding CVRs, SES will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Upon the execution of any such amendment, the CVR Agreement will be modified in accordance therewith, such amendment will form a part of the CVR Agreement for all purposes and SES, the Rights Agent, and each Holder will be bound thereby.

Termination

The CVR Agreement and the CVRs issued thereunder will automatically terminate, without further action of the parties to the CVR Agreement, and be of no force or effect, and the parties to the CVR Agreement will have no liabilities thereunder or with respect to any of the CVRs, upon the earlier to occur of (i) the date on which all of the Applicable Spectrum has been monetized pursuant to one or more events of Qualified Monetization (and all of the Applicable Consideration resulting therefrom has been deposited with the Rights Agent for further distribution to the Holders) and (ii) 7.5 years after the date of the CVR Agreement (the “CVR Outside Date”). In the event (i) an Applicable Order has been issued prior to the CVR Outside Date or (ii) SES (or any of its affiliates) enters into a definitive agreement in respect of an Applicable Transfer prior to the CVR Outside Date, but Gross Proceeds resulting from any event described in the foregoing clause (i) or (ii) have not been received as of the CVR Outside Date, the CVR Outside Date will automatically be extended to the date on which all of the Applicable Consideration payable hereunder in respect of such event(s) has been deposited with the Rights Agent for further distribution to the Holders.

Waiver of Jury Trial

Each of SES and the Rights Agent will waive all right to a trial by jury in any action or claim arising out of any dispute in connection with the CVR Agreement, any rights or obligations under the CVR Agreement or the performance of any such rights or obligations.

 

90

RELATED AGREEMENTS – INTELSAT SHAREHOLDER SUPPORT AGREEMENTS

This section describes the material terms of the Support Agreements, entered into and executed among SES, Intelsat and (i) certain funds and accounts managed, advised or sub-advised by Pacific Investment Management Company LLC, as investment manager, advisor or sub-advisor (such funds or accounts, the “PIMCO Funds”), (ii) certain funds and/or accounts managed by The TCW Group, Inc. or its subsidiaries (the “TCW Shareholders”), (iii) PGIM, Inc., on behalf of one or more funds and/or accounts for which it serves as investment adviser (the “PGIM Shareholders”), (iv) certain funds and/or accounts managed or advised by AB CarVal Investors, L.P.(the “CarVal Shareholders”), (v) certain funds managed or advised by Davidson Kempner Capital Management L.P. (the “DKP Shareholders”), (vi) certain funds and/or accounts managed by Glendon Capital Management LP (the “Glendon Shareholders”) and (vii) certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by Appaloosa LP, or an affiliate thereof (the “Appaloosa Shareholders”) on April 30, 2024. The rights and obligations of the applicable parties are governed by the express terms and conditions of the applicable Support Agreement, a form of which is attached hereto as Annex C, and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the form of the Support Agreement attached hereto as Annex C. You are encouraged to read the Support Agreement carefully in its entirety, as well as this prospectus and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about either Intelsat or SES.

In connection with the Share Purchase Agreement, and as a material condition and inducement to SES’s willingness to enter into the Share Purchase Agreement, the Supporting Shareholders entered into Support Agreements with SES and Intelsat in substantially the form attached hereto as Annex C, pursuant to which each Supporting Shareholder irrevocably and unconditionally agreed to affirmatively vote its Intelsat common shares in favor of the Intelsat Shareholder Approval Resolutions for the Intelsat Shareholder Approval. Based on information provided by the Supporting Shareholders to Intelsat as of the date of each applicable Support Agreement, such Supporting Shareholders beneficially own an aggregate of 49,839,902 Intelsat common shares that are subject to the terms of the Support Agreements and individually own such shares as follows: the PIMCO Funds beneficially own 22,389,110 shares in the aggregate, 22,316,943 of which are subject to the terms of the PIMCO Funds Support Agreement, the TCW Shareholders beneficially own 3,704,083 shares in the aggregate, the PGIM Shareholders beneficially own 3,786,782 shares in the aggregate, the CarVal Shareholders beneficially own 5,024,830 shares in the aggregate, the DKP Shareholders beneficially own 5,209,926 shares in the aggregate, the Glendon Shareholders beneficially own 4,820,314 shares in the aggregate, and the Appaloosa Shareholders beneficially own 4,977,024 shares in the aggregate.

Intelsat has agreed that, as promptly as reasonably practicable after the effectiveness of the registration statement of which this prospectus forms a part, and in no event later than 35 days after such effectiveness, it will call a shareholder meeting to obtain the Intelsat Shareholder Approval. As described more fully below, the Supporting Shareholders have each agreed to approve the Acquisition at such meeting.

Voting

The Supporting Shareholders have agreed to appear at each Intelsat shareholders’ meeting or otherwise cause such Supporting Shareholder’s Intelsat common shares to be counted as present at such meeting for purposes of calculating a quorum at the applicable Intelsat shareholders’ meeting, including any reconvening, adjournment or postponement thereof, and vote or cause to be voted their Intelsat common shares as follows:

 

(A)

in favor of the Intelsat Shareholders Approval Resolutions; and

 

(B)

against (i) any Acquisition Proposal with respect to Intelsat or any of its subsidiaries, (ii) any other proposal, action or transaction that is intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, prevent, discourage or adversely affect the timely consummation of the Transactions, including against any proposal, action or transaction that could reasonably be expected to

 

91

result in any condition to the consummation of the Transactions set forth in the Share Purchase Agreement not being satisfied, or that would result in a breach in any material respect of any representation, warranty, covenant or agreement of Intelsat pursuant to the Share Purchase Agreement or (iii) any change in the voting rights of any class of securities of Intelsat (including pursuant to any amendments to Intelsat’s organizational documents) (each of bullet points (A) and (B), collectively, the “Supported Matters”).

From the period commencing on the date of each Support Agreement until the earlier of the termination date and April 30, 2026, each Supporting Shareholder irrevocably appointed SES as its proxy and attorney-in-fact to represent the applicable Intelsat common shares and vote pursuant to the terms of the Support Agreements.

No Solicitation

Each Supporting Shareholder has agreed that it will not, directly or indirectly, subject to the limitations set forth in its respective Support Agreement:

 

•

solicit, initiate, knowingly encourage or facilitate, or accept any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or

 

•

participate in any third-party discussions, conversations, negotiations or other communications regarding, or furnish to any other person any non-public information with respect to any proposal that constitutes, or would reasonably be expected to lead to an Acquisition Proposal.

Lock-Up

Each Supporting Shareholder agreed that during the term of its applicable Support Agreement, such Supporting Shareholder will not transfer any applicable Intelsat common shares. Notwithstanding the foregoing, each Supporting Shareholder may transfer any or all of its applicable Intelsat common shares:

 

•

to any affiliates of such Supporting Shareholder, including, any distribution or transfer to any investment fund, account or other entity managed, advised or sub-advised by the same manager, advisor or sub-advisor of such Supporting Shareholder or any affiliate thereof or any distribution to partners (general or limited), members, managers, stockholders or other equity holders of any Supporting Shareholder, subject to certain limitations set forth in the respective Support Agreement;

 

•

with the prior written consent of SES, acting in its sole discretion;

 

•

in connection with any exercise of Intelsat warrants as is necessary solely to satisfy any tax withholding obligations associated with such exercise; and

 

•

to any person, provided that (x) prior to the time at which the Intelsat Shareholder Approval is obtained, such transfer is not to certain satellite operators or any of their affiliates, and (y) at any time, (1) such transfer is made in accordance with the requirements for transfer set forth in the Intelsat Shareholders Agreement and (2) prior to and as a condition to the effectiveness of such transfer, each person to which any of such applicable Intelsat common shares or any interest in any of such Intelsat common shares is transferred will have executed and delivered to SES a joinder agreement binding such person to the terms and provisions of the corresponding Support Agreement.

The PIMCO Funds Support Agreement contains additional exceptions to the lock-up provision.

Termination

The Support Agreements will terminate on the earliest to occur of (i) the termination of the Share Purchase Agreement in accordance with its terms; (ii) the Closing; (iii) the effectiveness of any amendment, modification or waiver to the Share Purchase Agreement, without the prior written consent of a majority of the Supporting

 

92

Shareholders holding the applicable Intelsat common shares that (A) reduces the consideration to be paid to Intelsat in connection with the Transactions, (B) changes the form of consideration payable in the connection with the Transactions, (C) extends the Outside Date or extensions thereof, or (D) otherwise amends the Share Purchase Agreement or any document or agreement referenced in the Share Purchase Agreement, in a manner that would be adverse to the Supporting Shareholders in any material respect; (iv) waiver of certain conditions to the consummation of the Transactions as set forth in the Support Agreements; (v) a material breach by SES of any of its representations, warranties, covenants or agreements contained in the Support Agreements or the Share Purchase Agreement, subject to certain limitations in the Support Agreements; (vi) the enaction or issuance of a law after the date of the Support Agreements which has the effect of enjoining, restraining, making illegal or otherwise prohibiting the consummation of the Transactions; and (vii) the mutual written consent of the parties.

 

93

U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE TRANSACTIONS

The following discussion is a general summary of U.S. federal income tax considerations relating to the Transactions that are relevant to a U.S. Holder of Intelsat common shares whose equity securities are exchanged for cash and CVRs pursuant to the Liquidation. This discussion is for general informational purposes only and is not to be construed as tax advice. Each U.S. Holder is urged to consult its tax advisor as to the particular tax considerations to such U.S. Holder of the Transactions. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this prospectus and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect.

This discussion is limited to U.S. Holders who hold their Intelsat common shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe any of the tax considerations arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of any alternative minimum tax, the Medicare net investment income surtax, or estate, gift or other tax laws that may be relevant or applicable to a particular holder in connection with the Transactions and the receipt of, and payments with respect to, CVRs.

This discussion does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances. For example, this discussion does not address U.S. Holders who:

 

•

may be subject to special treatment under U.S. federal income tax laws, such as financial institutions or banks; tax-exempt organizations (including private foundations); S corporations or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes; insurance companies; mutual funds; retirement plans; dealers in stocks and securities; traders in securities that elect to use the mark-to-market method of accounting for their securities; regulated investment companies; real estate investment trusts; entities subject to the U.S. anti-inversion rules; or certain former citizens or long-term residents of the United States;

 

•

are controlled foreign corporations or passive foreign investment companies;

 

•

are subject to the alternative minimum tax;

 

•

hold Intelsat common shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

 

•

received their Intelsat common shares in connection with the performance of services;

 

•

have a “functional currency” that is not the U.S. dollar;

 

•

are required to accelerate the recognition of any item of gross income with respect to Intelsat common shares or the CVRs as a result of such income being recognized on an applicable financial statement; or

 

•

own (directly, indirectly or constructively) (i) 10% or more of the total combined voting power of all classes of shares entitled to vote of Intelsat, or (ii) 10% or more of the total value of all classes of shares of Intelsat.

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Intelsat common shares, then the U.S. federal income tax considerations applicable to a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Each partnership holding Intelsat common shares and each partner therein is urged to consult its tax advisor regarding the U.S. federal income tax considerations applicable to it relating to the Transactions and the receipt of, and payments with respect to, CVRs.

 

94

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax considerations of the Transactions described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Transactions or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained in this discussion is not intended to convey a particular level of comfort.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER OF INTELSAT COMMON SHARES. EACH SUCH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR CONCERNING THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE LIQUIDATION AND THE RECEIPT OF, AND PAYMENTS WITH RESPECT TO, CVRS IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSIDERATIONS ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR ANY NON-INCOME TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Intelsat common shares that is for U.S. federal income tax purposes:

 

•

an individual who is a citizen or resident of the United States;

 

•

a corporation, or other entity that is classified as a corporation, created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

 

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

•

a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

U.S. Federal Income Tax Considerations of the Acquisition to U.S. Holders

Because a U.S. Holder does not participate in any exchange pursuant to the Acquisition, a U.S. Holder will not realize any gain or loss for U.S. federal income tax purposes as a result of the Acquisition, including the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and 100% of the outstanding shares of Holdings, as well as the assumption by SES of certain liabilities of Intelsat, in each case, subject to the terms and conditions of the Share Purchase Agreement.

U.S. Federal Income Tax Considerations of the Liquidation to U.S. Holders

Receipt of Cash and CVRs in the Liquidation, Generally

Following the Acquisition, in the Liquidation, Intelsat will liquidate and distribute its remaining assets to Intelsat’s sharesholders. As a result of the Liquidation, for U.S. federal income tax purposes, a U.S. Holder will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for such U.S. Holder’s Intelsat common shares.

A U.S. Holder generally will recognize capital gain or loss on an exchange of Intelsat common shares for the cash and CVRs distributed pursuant to the Liquidation, in an amount equal to the difference, if any, between (i) the amount of cash received plus the fair market value (determined as of the time at which the Liquidation is effective (the “Effective Time”)) of any CVRs received and (ii) such U.S. Holder’s adjusted tax basis in the Intelsat common shares deemed exchanged in the complete liquidation. Any capital gain or loss recognized generally will be long-term capital gain or loss if the exchanging U.S. Holder’s holding period for such equity securities exceeds one year. The deductibility of capital losses is subject to limitations. Gain or loss generally will be determined separately for each block of equity securities (that is, Intelsat common shares acquired at the same cost in a single transaction) exchanged pursuant to the Liquidation.

 

95

A U.S. Holder’s initial tax basis in a CVR received in the Liquidation will be equal the fair market value of such CVR at the Effective Time as determined for U.S. federal income tax purposes. The holding period for a CVR will begin on the day following the date of the Effective Time.

This discussion assumes that the receipt of cash and CVRs by a U.S. Holder in the Liquidation is treated as a “closed transaction” for U.S. federal income tax purposes, meaning that a U.S. Holder will measure its gain or loss upon its exchange of Intelsat common shares in the Liquidation based on the amount of cash received plus the fair market value of the CVRs at the Effective Time. However, the U.S. federal income tax treatment of the receipt of the CVRs is unclear. There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of the CVRs, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a contrary position.

U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs

Receipt of CVR Payments

There is no authority directly addressing the U.S. federal income tax treatment of receiving payments on the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain. For example, payments with respect to the CVRs could be treated as payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. In addition, it is unclear how a U.S. Holder of CVRs would recover its adjusted tax basis with respect to payments thereon.

If the receipt of payments on the CVRs are treated as payments with respect to a sale or exchange of a capital asset, then a U.S. Holder would recognize gain or loss equal to the difference between the amount of such payment(s) (less any portion of such payment(s) that may be required to be treated as imputed interest, as described below under “Imputed Interest”) and the U.S. Holder’s adjusted tax basis in the CVR. Such gain or loss would generally be long-term capital gain or loss if the U.S. Holder has held the CVR for more than one year at the time of such payment. Additionally, a U.S. Holder would generally recognize a capital loss to the extent of any remaining basis after the expiration of all rights to cash payments under such U.S. Holder’s CVR. The deductibility of capital losses is subject to certain limitations.

If the receipt of payments on the CVRs (or a payment in exchange for a CVR) are not treated as payments with respect to a sale or exchange of a capital asset, then a U.S. Holder may be treated as recognizing ordinary income in respect of such payment.

Each U.S. Holder is urged to consult its tax advisor as to the U.S. federal income tax treatment of the receipt of a payment on the CVRs.

Imputed Interest

Pursuant to the imputed interest rules of the Code, if under a contract for the sale or exchange of property one or more cash payments are due more than one year after the sale of exchange, each cash payment due more than six months after the date of such sale or exchange contains an amount of imputed interest. It is unclear to the extent that these imputed interest rules apply to payments under the CVRs. If a payment with respect to a CVR is made more than one year after the Closing Date, a portion of any CVR payment that is due more than six months after the consummation of the Liquidation may be reported as interest and subject to U.S. federal income tax as ordinary income. The portion of any payment made with respect to a CVR treated as imputed interest will be determined at the time such payment is made in accordance with the Code and applicable Treasury Regulations. The balance of the CVR payment will be treated as discussed above under “Receipt of CVR Payments.”

Sale, Exchange or other Disposition of a CVR

Upon a sale, exchange or other disposition of a CVR, a U.S. Holder will recognize capital gain or loss equal to the difference between (i) the sum of the amount of any cash received upon such sale, exchange or other

 

96

disposition and the fair market value of any property received upon such sale or exchange and (ii) the U.S. Holder’s adjusted tax basis in the CVR. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder has held the CVR for more than one year. A portion of the amount received by a U.S. Holder upon the sale or exchange of a CVR may be treated as imputed interest income, determined under the method described above under “Imputed Interest.”

Termination of the CVRs for No Consideration

If the CVRs terminate without SES having made any CVR payments or payment of other consideration, a U.S. Holder should recognize capital loss equal to such U.S. Holder’s adjusted tax basis in the CVRs at the time of the termination. The deductibility of capital losses is subject to limitations. A U.S. Holder who does not sell, exchange or otherwise dispose of a CVR may not be able to recognize a loss with respect to the CVR until the U.S. Holder’s right to receive all payments under the CVR terminates.

Due to the legal and factual uncertainty regarding the valuation and tax treatment of the CVRs, each U.S. Holder is urged to consult its tax advisor concerning the tax considerations to it resulting from the receipt of, and payments with respect to, CVRs in the Liquidation.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSIDERATIONS TO IT OF THE RECEIPT OF CASH AND CVRS FOR SUCH U.S. HOLDER’S OF INTELSAT COMMON SHARES PURSUANT TO THE TRANSACTIONS, AND PAYMENTS MADE WITH RESPECT TO THE CVRS, UNDER ANY U.S. FEDERAL, STATE, NON-U.S., LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

 

97

LUXEMBOURG TAX CONSIDERATIONS OF THE TRANSACTIONS

The following discussion is a general summary of Luxembourg tax considerations relating to the Transactions that are relevant to holders of Intelsat common shares whose equity securities are exchanged for cash and CVRs pursuant to the Liquidation. This discussion is for general informational purposes only and is not to be construed as tax advice. Intelsat’s shareholders are urged to consult their own tax advisors as to the particular tax consequences to them of the Transactions.

The summary of the Luxembourg tax consequences of the Transactions is based on the laws of the Grand-Duchy of Luxembourg, including the Income Tax Law of December 4, 1967, (“ITL”), the Municipal Business Tax Law of December 1, 1936, and the Net Wealth Tax Law of October 16, 1934, including the regulations promulgated thereunder, and published judicial decisions rendered by Luxembourg administrative jurisdictions that may be relevant to the Transactions, each as amended and in effect on the date hereof and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect). Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below.

This discussion does not purport to be a complete analysis of all of the Luxembourg tax considerations that may be relevant to particular holders in light of their particular facts and circumstances. For example, this discussion does not address Intelsat’s shareholders who may be subject to a special tax regime under Luxembourg income tax laws (such as the law of May 11, 2007 on family estate management companies, as amended, the law of December 17, 2010 on undertakings for collective investment, as amended, the law of February 13, 2007 on specialized investment funds, as amended, the law of July 23, 2016 on reserved alternative investment funds, the law of March 22, 2004 on securitization, as amended, the law of June 15, 2004 on venture capital vehicles, as amended and the law of July 13, 2005 on pension saving companies and association).

If a partnership (including an entity or arrangement treated as a partnership) for Luxembourg tax purposes is a beneficial owner of Intelsat common shares, then the Luxembourg tax considerations applicable to a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding Intelsat common shares and partners therein should consult their tax advisors regarding the Luxembourg considerations applicable to them relating to the Transactions and the receipt of, and payments with respect to, CVRs.

No ruling has been or will be obtained from the Luxembourg tax authorities (“LTA”), or any other taxing authority regarding the Luxembourg tax considerations of the Transactions described below. No assurance can be given that the LTA or any other taxing authority will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the LTA in the event of litigation. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Transactions or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained in this discussion is not intended to convey a particular level of comfort.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. EACH HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE LUXEMBOURG TAX CONSIDERATIONS RELATING TO THE ACQUISITION, THE LIQUIDATION AND THE RECEIPT OF, AND PAYMENTS WITH RESPECT TO, CVRS IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSIDERATIONS ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR ANY NON-INCOME TAX LAWS.

As used herein, a “Luxembourg individual Holder” means an individual resident in Luxembourg that is a beneficial owner of Intelsat common shares who is subject to personal income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources.

 

98

In addition, a “Luxembourg corporate Holder” means a corporation or other entity taxable as a corporation (that is organized under the laws of Luxembourg under Article 159 of the ITL) resident in Luxembourg that is a beneficial owner of Intelsat common shares that is subject to corporate income tax (impôt sur le revenu des collectivités) and municipal business tax (impôt commercial communal) on its worldwide income from Luxembourg or foreign sources. A Luxembourg corporate holder is also subject to net wealth tax (impôt sur la fortune) on its worldwide wealth.

For purposes of this summary, Luxembourg individual holders and Luxembourg corporate holders are collectively referred to as “Luxembourg Holders.” A “Non-Luxembourg Holder” means any beneficial owner of Intelsat common shares other than a Luxembourg Holder.

Luxembourg Tax Consequences of the Acquisition to Luxembourg Holders

Because the Luxembourg Holders are not participating in any exchange pursuant to the Acquisition, Luxembourg Holders will not realize any gain or loss for Luxembourg income tax purposes as a result of the Acquisition, including the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and 100% of the outstanding shares of Holdings, as well as the assumption by SES of certain liabilities of Intelsat, in each case, subject to the terms and conditions of the Share Purchase Agreement.

At the level of Intelsat, the Acquisition will entail for Luxembourg tax purposes the realization of all its assets and liabilities and thus the realization of any latent gain or loss. Any gain realized upon the transfer of its participation in Holdings should be fully tax exempt as the conditions for the Luxembourg capital gains participation exemption should be met, subject however to the application of the so-called recapture rule. As no amount has been recognized at Intelsat’s level under the so-called recapture rule, Intelsat does not expect to be taxable in relation to the sale of its assets and liabilities.

Luxembourg Tax Regime Applicable to the Issuance of the CVRs

The CVRs will be issued to Intelsat as part of the consideration for the Acquisition. As such the issuance of the CVRs should not trigger any withholding tax in Luxembourg.

Likewise, in view of the fact that the CVRs represent part of the consideration for the Acquisition to be paid to Intelsat, any contingent cash payment under the CVRs should not trigger any withholding tax in Luxembourg under article 146 of the ITL.

Luxembourg Tax Consequences of the Liquidation

Following the Acquisition, Intelsat will be liquidated and will transfer its remaining assets (including the CVRs) and liabilities to Intelsat’s shareholders.

Taxable Liquidation Profit at Intelsat Level

The distribution of the CVRs to Intelsat’s shareholders is expected to occur promptly following the Closing. It is therefore not anticipated that the value of the CVRs will vary between the Closing and the distribution of the CVRs under the Liquidation. Consequently, the Liquidation should not lead to the recognition of any capital gains attached to the CVRs at the level of Intelsat when determining its taxable liquidation result pursuant to article 169 ITL. Should the value of the CVRs increase between Closing and the distribution of the CVRs pursuant to the Liquidation, any capital gain realized should be taxable at the level of Intelsat, unless such increase in value qualifies as a price adjustment under the Acquisition, in which case it could fall under the capital gains participation exemption on the sale of the shares of Holdings. This qualification, however, remains uncertain.

 

99

Luxembourg Withholding Tax

The distribution of the CVRs to the Holders within the Liquidation should not be subject to any withholding tax in Luxembourg in accordance with Articles 97(3)(d) and 146(1) ITL.

Receipt of Cash and CVRs in the Liquidation

General

As a result of the Liquidation, Luxembourg Holders will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for Intelsat common shares.

A Luxembourg Holder’s initial tax basis in a CVR received in the Liquidation will be equal the fair market value of such CVR at the Effective Time as determined for Luxembourg tax purposes. The holding period for a CVR will begin on the day of the Effective Time.

Luxembourg Tax Consequences of the Liquidation to Luxembourg Holders

A Luxembourg Holder of Intelsat common shares generally will recognize either capital gain or loss or, for Luxembourg corporate Holders and in accordance with Article 166 ITL, will be deemed receiving dividends for the cash and CVRs distributed pursuant to the Liquidation.

Luxembourg Individual Holders

Luxembourg individual Holders will be subject to Luxembourg income taxes for capital gains in the following cases: if the shares held in Intelsat (x) represent the assets of a business or (y) if they were acquired for speculative purposes (i.e., disposed within the Liquidation within six months after acquisition), in which case any capital gain will be taxed at ordinary income tax rates (including unemployment fund contributions), and subject to dependence insurance contribution.

If the Intelsat shares do not represent the assets of a business, and the Liquidation of Intelsat occurs more than six months after the acquisition of the Intelsat shares by such Luxembourg individual Holder, then any capital gains realized by such Luxembourg individual Holder should in principle be tax exempt unless the Intelsat shares are deemed to belong to a substantial participation within the meaning of Article 100 ITL (i.e., a direct or indirect participation representing more than 10.0 percent of the share capital, owned by the Luxembourg resident individual Holder (alone or together with his or her spouse or partner and underage children) at any time during the five years preceding the disposal), in which case, any capital gains should be taxable at half of the overall tax rate (including unemployment fund contributions) of the relevant individual. In this case, the capital gains would also be subject to dependence insurance contribution.

Luxembourg Corporate Holders

Luxembourg corporate Holders may be tax exempt on any liquidation proceed received pursuant to the Liquidation provided the conditions under the dividend participation exemption are met:

 

•

the Luxembourg corporate Holder is a qualifying corporate entity holding at least 10% of the total share capital of Intelsat or acquired the shares held in Intelsat for at least EUR 1,200,000; and

 

•

the Luxembourg corporate Holder has held its qualifying stake in the capital of Intelsat for an uninterrupted period of at least twelve (12) months at the time of the Liquidation.

Luxembourg Tax Consequences of the Liquidation to Non-Luxembourg Holders

Subject to any applicable tax treaty, an individual who is a Non-Luxembourg Holder of CVRs (and who does not have a permanent establishment, a permanent representative, or a fixed place of business in

 

100

Luxembourg to which the CVRs are attributable) will, except for certain former Luxembourg individual holders and non-Luxembourg individual holders realizing within a period of 6 months after acquisition a substantial participation within the meaning of Article 100 ITL, not be taxable in Luxembourg upon the Liquidation.

Subject to any applicable tax treaty, a corporate Non-Luxembourg Holder of CVRs (which does not have a permanent establishment, a permanent representative, or a fixed place of business in Luxembourg to which CVRs are attributable) will, except for certain former Luxembourg corporate Holders and Non-Luxembourg corporate Holders realizing within a period of 6 months after acquisition a substantial participation within the meaning of Article 100 ITL, not be taxable in Luxembourg upon the Liquidation.

Luxembourg Tax Consequences of the Ownership and Disposition of CVRs

Luxembourg Withholding Tax

Payments under the CVRs to the Holders should not be subject to any withholding tax in Luxembourg as such payment should qualify as a payment for part of the consideration for the Acquisition and a payment of a substitute income to the payment of Liquidation proceeds which are not subject to withholding tax.

Receipt of CVR Payments

There is no authority addressing the Luxembourg income tax treatment of receiving payments on the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain.

SES intends, however, to treat any payment under the CVRs as a price adjustment under the Acquisition. As such, payments with respect to the CVRs should be treated in the hands of Luxembourg Holders as an adjustment of the proceeds received within the Liquidation (i.e. substitute income) and should then be taxed in the same way any proceed received within the Liquidation.

Please refer to section “Luxembourg Tax Consequences of the Liquidation” above.

As discussed above, the Luxembourg income tax treatment of the CVRs is unclear. Thus, there can be no assurance that the LTA would not assert, or that a court would not sustain, a position that any CVR payment does not qualify as a substitute income. If such position were sustained, all or any part of any CVR payment could be treated as ordinary income.

Net Wealth Tax

Luxembourg net wealth tax will not be levied on a Luxembourg individual Holder holding CVRs.

Luxembourg net wealth tax will be levied on Luxembourg corporate Holders not entitled to a specific net wealth tax exemption based on Luxembourg domestic law with respect to their CVRs.

Net wealth tax is levied annually at a rate of 0.5% on the net wealth of enterprises resident in Luxembourg on an amount of unitary value as determined for net wealth tax purposes up to and excluding €500.0 million. When the unitary value exceeds the aforementioned threshold, net wealth tax is levied at 0.05% on the portion of the unitary value exceeding €500.0 million. For determining the Luxembourg net wealth, the CVR shall be valued at the fair market value.

Luxembourg net wealth tax will not be levied on a Non-Luxembourg Holder with respect to the CVRs unless they are attributable to an enterprise or part thereof which is carried on through a permanent establishment, a fixed place of business, or a permanent representative in Luxembourg of such Non-Luxembourg corporate Holder.

 

101

Sale, Exchange or Other Disposition of a CVR

Upon a sale, exchange or other disposition of a CVR, a Luxembourg Holder will recognize capital gain or loss equal to the difference between the amount of any cash received upon such sale, exchange or other disposition and the fair market value of CVR received within the Liquidation.

For Luxembourg individual Holders, please refer to section “Luxembourg Tax Consequences of the Liquidation - Luxembourg Individual Holders” above.

Capital gains realized upon the disposal of CVRs by a fully-taxable resident Luxembourg corporate Holders (without benefiting from a special tax regime) will, in principle, be subject to corporate income tax and municipal business tax.

Termination of the CVRs for No Consideration

If the CVRs terminate without having made any CVR payments or payment of other consideration by SES, Luxembourg Holders will recognize capital loss equal to acquisition price of the CVRs at the time of the Liquidation. The deductibility of capital losses is subject to limitations.

Non-Luxembourg Holders

A non-resident Holder, not having a fixed place of business, a permanent establishment or permanent representative in Luxembourg to which the CVRs are attributable, is, in principle, not subject to Luxembourg income tax on cash payment accrued or received under the CVRs or on gain realized on the sale or disposal in any form whatsoever of the CVRs.

Registration, Estate and Gift Taxes

No registration tax or stamp duty will be payable by a holder of CVRs in Luxembourg upon the disposal thereof. No estate or inheritance tax is levied on the transfer of CVRs upon the death of a holder thereof in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes.

THE FOREGOING SUMMARY ARE FOR GENERAL INFORMATION ONLY AND DOES NOT DISCUSS ALL ASPECTS OF LUXEMBOURG TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH AND CVRs FOR THEIR INTELSAT COMMON SHARES PURSUANT TO THE TRANSACTIONS, AND PAYMENTS MADE WITH RESPECT TO THE CVRs, UNDER ANY LUXEMBOURG, FOREIGN OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

 

102

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Overview

The unaudited pro forma condensed consolidated financial information included in this section presents the historical consolidated financial information of the SES Group, adjusted to give effect to the Acquisition of Intelsat by SES, has been prepared in accordance with Article 11 of Regulation S-X and includes the following:

 

a)

the unaudited pro forma condensed combined income statement of the Combined Group for the year ended December 31, 2024 that has been prepared to illustrate the effect on the condensed combined income statements of the Combined Group as if the Acquisition and related financing had been completed on January 1, 2024; and

 

b)

the unaudited pro forma condensed combined statement of financial position of the Combined Group as at December 31, 2024 that has been prepared to illustrate the effect on the condensed combined statement of financial position of the Combined Group as if the Acquisition had been completed on December 31, 2024 (items (a) and (b), collectively, the “pro forma financial information”).

The SES Group’s consolidated financial statements were prepared in accordance with IFRS and the Intelsat Group’s consolidated financial statements were prepared in accordance with U.S. GAAP. The pro forma financial information includes (i) adjustments to convert the financial information of the Intelsat Group from U.S. GAAP to IFRS, and (ii) reclassifications to conform the Intelsat Group’s historical accounting policies and presentation to the SES Group’s accounting policies and presentation, for known material items.

Assumed Purchase Price Allocation

The Acquisition will be accounted for as a business combination using the acquisition method of accounting under IFRS 3. The preliminary consideration amounts to €3.5 billion and is composed of the initial purchase price of €3.0 billion, the equivalent of $3.1 billion (based on an FX rate of 1.0389 as at December 31, 2024), and as explained more fully below an estimated fair value of €531 million contingent consideration in respect of CVRs, the equivalent of $552 million based on an FX rate of 1.0389 as at December 31, 2024. SES does not have full access to all financial information of the Intelsat Group due to regulatory restrictions. However, for the purpose of pro forma financial information the Company believes based on information available to the Company that the carrying values in the historical financial statements of Intelsat reasonably approximate to the fair values. As a result, for the purpose of these pro forma financial information, the assumed allocation of the estimated purchase price is based upon the carrying value of Intelsat’s assets and liabilities acquired which are assumed to approximate fair value. The actual fair values of assets and liabilities will be determined after the completion of the Acquisition and may vary materially from the assumed purchase price allocation presented in this prospectus.

Fresh Start Accounting for Intelsat Group

Intelsat Group’s assets and liabilities, other than contracts assets and liabilities, as well as deferred income taxes, were fair valued as of February 28, 2022 upon the application of fresh start accounting (“Fresh Start Accounting”).

On emergence from bankruptcy, Intelsat adopted Fresh Start Accounting in accordance with Accounting Standards Codification (“ASC”) 852 – Reorganizations. The application of the Fresh Start Accounting was reflected in Intelsat’s consolidated financial statements as of February 28, 2022 (the “Fresh Start Reporting Date”). Upon adoption of Fresh Start Accounting, reorganization values were allocated to the Intelsat Group’s individual assets and liabilities, other than deferred income taxes, based on their estimated fair values as of the Fresh Start Reporting Date, with the remaining excess value allocated to goodwill in conformity with ASC 805. The enterprise and equity value of the Company, as well as the fair values of the Intelsat’s principal assets and liabilities were estimated based on a valuation performed by third-party valuation advisors, using various valuation methods, including a calculation of the present value of future cash flows based on financial projections and a peer group trading analysis.

 

103

Basis of Unaudited Pro Forma Financial Information

The pro forma financial information of the Combined Group and the accompanying notes thereto, have been prepared on a basis illustrating the effect of the Acquisition and the related financing as if they had taken place on January 1, 2024, in respect of the unaudited pro forma condensed combined income statement, and as at December 31, 2024, in respect of the unaudited pro forma condensed combined statement of financial position.

The pro forma financial information reflects those adjustments necessary to give effect to the Acquisition and the related financing, as well as alignment to the accounting principles, financial presentation and estimates applied by SES and is prepared in accordance with the basis of preparation as described in the notes set out below.

SES believes that the assumptions applied in the pro forma adjustments are reasonable and factually supportable based on available information and give effect to events that are directly attributable to the Acquisition and related transactions. By its nature, the pro forma financial information addresses a hypothetical situation and does not, therefore represent the SES Group’s actual or future financial position or results of operations. The actual results and any future results may differ significantly from those reflected in the pro forma financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the pro forma financial information.

In preparing the pro forma financial information, SES’s management has applied the consolidated financial information of Intelsat and its subsidiaries, rather than that of Holdings (Intelsat’s direct 100% subsidiary which is the direct and indirect shareholder of all the other Intelsat subsidiaries and affiliates). Accordingly, SES believes that the combined financial information consolidated at Intelsat level and the combined financial information consolidated at Holdings level are not materially different for the purposes of the pro forma financial information.

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the condensed combined financial position or results of operations that would have been achieved had the Acquisition occurred on January 1, 2024, nor is it meant to be indicative of any anticipated condensed combined financial position or future results of operations that the Combined Group will experience after the completion of the Acquisition. The pro forma financial information is based on the SES Group’s accounting policies. Further review may identify additional differences between the accounting policies of the SES Group and the Intelsat Group that, when conformed, could have a material impact on the financial statements of the Combined Group. The pro forma financial information does not reflect any adjustment for liabilities or related costs of any integration and similar activities, or benefits, including potential synergies that may be derived in future periods, from the Acquisition.

The unaudited pro forma adjustments are based upon the best available information and assumptions which SES believes to be reasonable. There can be no assurance that the final allocation of the purchase price and the fair values will not materially differ from the assumed amounts reflected in the pro forma financial information. Adjustments included in the pro forma financial information are based on items that are factually supportable and directly attributable to the Acquisition. Other than in respect of the one-time alignment adjustments between U.S. GAAP and IFRS (as set out in Note 3, hereto), for the purposes of the unaudited pro forma condensed combined income statement, the adjustments are expected to have a continuing impact on the combined results.

Neither the assumptions underlying the preparation of the pro forma financial information nor the resulting pro forma financial information have been audited or reviewed in accordance with any generally accepted auditing standards.

We note that the adjustments made to convert Intelsat’s financial information from U.S. GAAP to IFRS, as issued by IASB are based upon the limited information available to date, are preliminary and are subject to change once more detailed information is available. However, some material differences may exist between U.S.

 

104

GAAP and IFRS that have not been disclosed because the effect would have been reversed through pro forma adjustments and would not influence the final figures. In addition, some differences have not been addressed as part of the conversion exercise when they related to items that will be re-measured at fair value as part of the forthcoming purchase price allocation exercise, as detailed below.

Rounding adjustments to the nearest one decimal place have been made and, therefore, figures shown as total may not be the exact arithmetic aggregation of the figures that preceded them. You should read the entire prospectus as a whole and not rely solely on the financial information contained in this section of the prospectus.

The pro forma financial information has been derived from and should be read in conjunction with:

 

•

The consolidated financial statements and accompanying notes of SES as of December 31, 2024 and 2023 and for the three years ended December 31, 2024, included in this prospectus; and

 

•

The consolidated financial statements and accompanying notes of Intelsat and its subsidiaries as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), included in this prospectus.

 

105

Unaudited pro forma condensed combined income statement

For the year ended December 31, 2024

 

€million		Historical SES Group (IFRS)(Note 2)				Pro forma Intelsat Group (IFRS) (Note 3)				Pro forma acquisition and financing adjustments (Note 4)				Total Pro forma combined
Revenue			2,001				1,794				(143	)			3,652
C-band repurposing income			88				158				—				246
Other income			3				10				—				13
Cost of sales			(461	)			(495	)			147				(809	)
Staff costs			(402	)			(358	)			(20	)			(780	)
Other operating expenses			(236	)			(295	)			(34	)			(565	)
Operating expenses			(1,099	)			(1,148	)			93				(2,154	)
Depreciation expense			(650	)			(475	)			—				(1,125	)
Property, plant and equipment impairment			(216	)			(93	)			—				(309	)
Amortization expense			(156	)			(110	)			—				(266	)
Intangible assets impairment			93				—				—				93
Operating profit/(loss)			64				136				(50	)			150
Finance income			136				62				—				198
Finance costs			(139	)			(257	)			(52	)			(448	)
Net financing costs			(3	)			(195	)			(52	)			(250	)
Other non-operating income / expenses (net)			21				—				—				21
Share of net profit of joint ventures accounted for using the equity method			—				1				—				1
Impairment expense on investments			—				(3	)			—				(3	)
Profit/(loss) before tax			82				(61	)			(102	)			(81	)
Income tax (expense)/benefit			(55	)			3				—				(52	)
Profit/(loss) after tax			27				(58	)			(102	)			(133	)
Profit/(loss) for the year			27				(58	)			(102	)			(133	)
Attributable to:
Owners of the parent			15				(56	)			(102	)			(143	)
Non-controlling interests			12				(2	)			—				10
Basic and diluted loss per share (in euro)			27				(58	)			(102	)			(133	)
Class A shares (in million)			0.00												(0.37	)
Class B shares (in million)			0.00												(0.15	)

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”

 

106

Unaudited pro forma condensed combined statement of financial position

As of December 31, 2024

 

€million		Historical SES Group (IFRS)(Note 2)				Pro forma Intelsat Group (IFRS) (Note 3)				Pro forma acquisition and financing adjustments (Note 4)				Total Pro forma combined
Non-current assets
Property, plant and equipment			2,924				2,489				4				5,417
Assets in the course of construction			1,348				824				—				2,172
Total property, plant and equipment			4,272				3,313				4				7,589
Intangible assets			908				2,332				653				3,893
Other financial assets			34				255				—				289
Prepayments			2				—				—				2
Trade and other receivables			107				194				—				301
Deferred customer contract costs			1				—				—				1
Deferred tax assets			701				22				—				723
Total non-current assets			6,025				6,116				657				12,798
Current assets
Inventories			49				206				—				255
Trade and other receivables			649				346				(34	)			961
Deferred customer contract costs			2				—				—				2
Prepayments			58				112				—				170
Income tax receivable			23				8				—				31
Restricted cash			—				11				—				11
Cash and cash equivalents			3,521				960				(2,984	)			1,497
Total current assets			4,302				1,643				(3,018	)			2,927
Total assets			10,327				7,759				(2,361	)			15,725
Equity
Attributable to the owners of the parent			3,423				2,832				(2,875	)			3,380
Non-controlling interests			69				29				(29	)			69
Total equity			3,492				2,861				(2,904	)			3,449
Non-current liabilities
Borrowings			4,247				2,888				—				7,135
Provisions			3				56				—				59
Deferred income			338				407				—				745
Deferred tax liabilities			212				75				—				287
Other long-term liabilities			55				98				—				153
Contingent value rights			—				—				531				531
Lease liabilities			32				626				—				658
Fixed assets suppliers			426				73				—				499
Total non-current liabilities			5,313				4,223				531				10,067
Current liabilities
Borrowings			273				—				—				273
Provisions			128				—				—				128
Deferred income			225				185				(9	)			401
Trade and other payables			678				400				21				1,099
Lease liabilities			19				65				—				84
Fixed assets suppliers			184				15				—				199
Income tax liabilities			15				10				—				25
Total current liabilities			1,522				675				12				2,209
Total liabilities			6,835				4,898				543				12,276
Total equity and liabilities			10,327				7,759				(2,361	)			15,725

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”

 

107