SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CIE Management II Ltd (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020	3. Issuer Name and Ticker or Trading Symbol Intelsat S.A. [ I ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	48,468,543	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CIE Management II Ltd (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* Serafina S.A. (Last) (First) (Middle) 29, AVENUE DE LA PORTE NEUVE (Street) LUXEMBOURG N4 L-2227 (City) (State) (Zip)

1. Name and Address of Reporting Person* LMBO Europe SAS (Last) (First) (Middle) 58-60 AVENUE KLEBER (Street) PARIS I0 75116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-1 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-2 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-3 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-4 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-5 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-6 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

1. Name and Address of Reporting Person* BC European Capital VIII-7 (Last) (First) (Middle) HERITAGE HALL, LE MARCHANT STREET (Street) ST. PETER PORT Y7 X0 GY1 4HY (City) (State) (Zip)

Explanation of Responses:

1. As described in the Reporting Persons' Schedule 13G/A, filed with the U.S. Securities and Exchange Commission on February 14, 2019 with respect to the Issuer's common shares, the Reporting Persons may be deemed to have shared voting and investment power, and may be deemed to have shared beneficial ownership, with respect to the Issuer's common shares held by Serafina S.A. Each of the Reporting Persons, with the exception of CIE Management II Limited and LMBO Europe SAS, disclaims beneficial ownership with respect to any common shares of the Issuer owned by the other Reporting Persons.

Remarks:

*The persons listed on Exhibit 99.1 hereto (collectively, the "Reporting Persons") are filing a joint Form 3 report, but there are too many of them to file electronically on the same Form 3. Therefore, the Reporting Persons are executing and jointly filing five identical Form 3 reports with respect to the Issuer's securities. See Exhibit 99.1 filed herewith and incorporated herein by reference for information with respect to each of the Reporting Persons. This Form 3 is the first of five Form 3 reports mentioned above. EXHIBIT LIST Exhibit 24 - Power of Attorney for (i) Serafina S.A.; (ii) the limited partnerships comprising BC European Capital VIII - 1 to 12 (inclusive) and 14 to 34 (inclusive) and 37; (iii) the limited partnerships comprising BC European Capital VIII - 35 SC, 36 SC, 38 SC and 39 SC; (iv) BC European Capital - Intelsat Co-Investment; (v) BC European Capital - Intelsat Co-Investment 1; (vi) CIE Management II Limited; and (vii) LMBO Europe SAS. Exhibit 99.1 - Joint Filer Information

	/s/ Jason Schaefer as attorney-in-fact	02/04/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

            Know all by these presents, that each of the undersigned hereby
makes, constitutes and appoints each of Jason Schaefer, Mark Rodliffe, Matthew
Elston, Pierre Stemper and Christelle Retif, or any of them acting individually,
and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

(1)         prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or
regulation of the SEC;

(2)         execute for and on behalf of the undersigned, in the undersigned's
respective capacities as an officer and/or director of affiliates or portfolio
companies of CIE Management II Limited that may be deemed to have shared
beneficial ownership, within the meaning of Rule 13d-1(d) of the Exchange Act,
with respect to securities held of Intelsat S.A., a company organized and
existing under the laws of the Grand Duchy of Luxembourg (the "Company"), Forms
3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of
the Exchange Act, and the rules and regulations thereunder;

(3)         do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and file any
such form or amendment with the SEC and any stock exchange or similar authority,
including filing this Power of Attorney with the SEC; and

(4)         take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

            The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

            This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier (a) revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact, or (b) superseded by a new power
of attorney regarding the purposes outlined herein at a later date.

            IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30th day of January, 2020.


SERAFINA S.A.:

/s/ Christelle Retif
Name:  Christelle Retif
Title: Director

/s/ Pierre Stemper
Name:  Pierre Stemper
Title: Director



For and on behalf of the Limited Partnerships comprising
BC EUROPEAN CAPITAL VIII - 1 to 12 and 14 to 34 and 37:

/s/ Matthew Elston
Name:  Matthew Elston
Title: Director, CIE Management II Limited, acting as
       General Partner to BC European Capital VIII - 1 to 12
       and 14 to 34 and 37

/s/ Mark Rodliffe
Name:  Mark Rodliffe
Title: Director, CIE Management II Limited, acting as
       General Partner to BC European Capital VIII - 1 to 12
       and 14 to 34 and 37



For and on behalf of the Limited Partnerships comprising
BC EUROPEAN CAPITAL VIII - 35 SC, 36 SC, 38 SC and 39 SC:

/s/ Matthew Elston
Name:  Matthew Elston
Title: Director, LMBO Europe SAS acting as Gerant to BC
       European Capital VIII - 35 SC, 36 SC, 38 SC and 39 SC

/s/ Graeme Dell
Name:  Graeme Dell
Title: Director, LMBO Europe SAS acting as Gerant to BC
       European Capital VIII - 35 SC, 36 SC, 38 SC and 39 SC



For and on behalf of
BC EUROPEAN CAPITAL-INTELSAT CO-INVESTMENT:

/s/ Matthew Elston
Name:  Matthew Elston
Title: Director, CIE Management II Limited, acting as
       General Partner to BC European Capital-Intelsat
       Co-Investment

/s/ Mark Rodliffe
Name:  Mark Rodliffe
Title: Director, CIE Management II Limited, acting as
       General Partner to BC European Capital-Intelsat
       Co-Investment



For and on behalf of
BC EUROPEAN CAPITAL-INTELSAT CO-INVESTMENT 1:

/s/ Matthew Elston
Name:  Matthew Elston
Title: Director, CIE Management II Limited, acting as
       General Partner to BC European Capital-Intelsat
       Co-Investment 1

/s/ Mark Rodliffe
Name:  Mark Rodliffe
Title: Director, CIE Management II Limited, acting as
       General Partner to BC European Capital-Intelsat
       Co-Investment 1



CIE MANAGEMENT II LIMITED:

/s/ Matthew Elston
Name:  Matthew Elston
Title: Director, CIE Management II Limited

/s/ Mark Rodliffe
Name:  Mark Rodliffe
Title: Director, CIE Management II Limited



LMBO EUROPE SAS:

/s/ Matthew Elston
Name:  Matthew Elston
Title: Director, LMBO Europe SAS

/s/ Graeme Dell
Name:  Graeme Dell
Title: Director, LMBO Europe SAS

Exhibit 99.1
JOINT FILER INFORMATION

Name of Reporting Person: Serafina S.A.
Address of Reporting Person: 29, avenue de la Porte Neuve, L 2227 Luxembourg
Name of Designated Filer: CIE Management II Limited

Name of Reporting Person: LMBO Europe SAS
Address of Reporting Person: 58 60 Avenue Kleber, Paris, France 75116
Name of Designated Filer: CIE Management II Limited

Name of Reporting Persons: CIE Management II Limited, BC European Capital VIII 1
to 7 (inclusive)
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: CIE Management II Limited

Name of Reporting Persons: BC European Capital VIII 8 to 12 (inclusive) and 14
to 18 (inclusive)
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 8

Name of Reporting Persons: BC European Capital VIII 19 to 28 (inclusive)
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 19

Name of Reporting Persons: BC European Capital VIII 29 to 34 (inclusive) and 37,
and BC European Capital VIII 35 SC, 36 SC and 38 SC
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 29

Name of Reporting Persons: BC European Capital VIII 39 SC, BC European Capital
Intelsat Co Investment and BC European Capital Intelsat Co Investment 1
Address of Reporting Persons: Heritage Hall, Le Marchant Street, St. Peter Port,
Guernsey, GY1 4HY
Name of Designated Filer: BC European Capital VIII 39 SC