SEC Filing | Intelsat

NAME OF REPORTING PERSONS

Kerrisdale Advisers, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

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SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

INTELSAT S.A.

(Name of Issuer)

Common Shares, nominal value $0.01 per share

(Title of Class of Securities)

L5140P101

(CUSIP Number)

June 19, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)


CUSIP No. L5140P101		13G


CUSIP No. L5140P101		13G


CUSIP No. L5140P101		13G

*	SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. L5140P101		13G


CUSIP No. L5140P101		13G

Item 1(a)

Name of Issuer.

Intelsat S.A. (the “Issuer”)

Item 1(b)

Address of Issuer’s Principal Executive Offices.

4, rue Albert Borschette

Luxembourg, Grand Duchy of Luxembourg

L-1246, Luxembourg

ITEM 2(a).

NAME OF PERSON FILING:

The Reporting Persons are:

(i) Kerrisdale Advisers, LLC (the “Adviser”), a New York limited liability company and the investment manager to the Master Fund and the Long Only Fund (each as defined below), with respect to the Common Shares held by the Master Fund and the Long Only Fund;

(ii) Sahm Adrangi, a Canadian citizen and the managing member of the Adviser, with respect to the Common Shares held by the Master Fund and the Long Only Fund;

(iii) Kerrisdale Partners Master Fund, Ltd. (the “Master Fund”), a Cayman Islands exempted company;

(iv) Kerrisdale Long Only Fund, L.P. (the “Long Only Fund”), a Delaware limited partnership;

(v) Kerrisdale Long Only Fund GP, LLC (the “General Partner”), a Delaware limited liability company;

ITEM 2(b).

Address of Principal Business Office, or, if none, Residence:

The address for each of the General Partner, the Adviser and Mr. Adrangi is:

1212 Avenue of the Americas, 3rd Floor

New York, NY 10036

The address for the Master Fund is:

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9005 Cayman Islands

The address for the Long Only Fund is:

c/o Kerrisdale Long Only Fund GP, LLC

1212 Avenue of the Americas, 3rd Floor

New York, NY 10036

Item 2(c)

Citizenship:

The Adviser - New York

Sahm Adrangi - Canada

The Master Fund - Cayman Islands

The Long Only Fund - Delaware

The General Partner - Delaware

Item 2(d)

Title of Class of Securities.

Common shares, nominal value $0.01 per share (“Common Shares”)

Item 2(e)

CUSIP Number.

L5140P101

Item 3

If this statement is Filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the Filing person is.

Not Applicable

Item 4

Ownership.

(a) Each of the Adviser and Mr. Adrangi beneficially owns the 8,624,660 shares of the Issuer’s Common Shares held by the Master Fund and the Long Only Fund. As of the date hereof, the Master Fund beneficially owns 8,487,840 Common Shares, and each of the Long Only Fund and the General Partner beneficially owns 136,820 Common Shares.

(b) The Common Shares beneficially owned by the Adviser and Mr. Adrangi constitute 6.3% of the Issuer’s outstanding Common Shares.

The Common Shares beneficially owned by the Master Fund constitute 6.2% of the Issuer’s outstanding Common Shares.

The Common Shares beneficially owned by the Long Only Fund and the General Partner constitute 0.1% of the Issuer’s outstanding Common Shares.

The approximate percentage of Common Shares reported as beneficially owned by each of the Reporting Persons is based on 136,233,977 Common Shares outstanding as of June 14, 2018, as reported by the Issuer in its Prospectus Supplement on Form 424 filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2018, as supplemented by disclosures regarding the exercise of the overallotment option as reported in the Issuer’s Report of Foreign Private Issuers on Form 6-K filed with the SEC on June 14, 2018.

Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

(c) The Adviser and Mr. Adrangi have the shared power to vote and dispose of the Common Shares held by the Master Fund and the Long Only Fund reported herein. The Master Fund has the sole right to vote and dispose of the Common Shares held by it, and the Long Only Fund likewise has the sole right to vote and dispose of the Common Shares held by it. The General Partner has the shared power to vote and dispose of the Common Shares held by the Long Only Fund.

Item 5

Ownership of Five Percent or Less of a Class.

If this Statement is being filed to report that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Not applicable.

Item 8

Identification and Classification of Members of the Group.

Not applicable.

Item 9

Notice of Dissolution of Group.

Not applicable.

Item 10

Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: June 27, 2018
	Kerrisdale Advisers, LLC

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Managing Member

	/s/ Sahm Adrangi

	Kerrisdale Partners Master Fund, Ltd.

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Director

	Kerrisdale Long Only Fund, L.P.

	By: Kerrisdale Long Only Fund GP, LLC, its general partner

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Managing Member

	Kerrisdale Long Only Fund GP, LLC

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Managing Member

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including additional amendments thereto) with respect to the Common Shares, nominal value $0.01 per share, of Intelsat S.A. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.


Dated: June 27, 2018
	Kerrisdale Advisers, LLC

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Managing Member

	/s/ Sahm Adrangi

	Kerrisdale Partners Master Fund, Ltd.

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Director

	Kerrisdale Long Only Fund, L.P.

	By: Kerrisdale Long Only Fund GP, LLC, its general partner

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Managing Member

	Kerrisdale Long Only Fund GP, LLC

	Signature:	/s/ Sahm Adrangi
	Name: Sahm Adrangi
	Title: Managing Member