8-K
false 0001525773 0001525773 2020-02-06 2020-02-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2020

 

Intelsat S.A.

(Exact Name of Registrant as Specified in its Charter)

 

Grand Duchy of Luxembourg

 

001-35878

 

98-1009418

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4 rue Albert Borschette

Luxembourg

Grand Duchy of Luxembourg

L-1246

(Address of principal executive offices)

+352 27-84-1600

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Ticker

symbol(s)

 

Name of each exchange

on which registered

Common Shares, nominal value $0.01 per share

 

I

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  

 

 


Item 7.01. Regulation FD Disclosure.

Intelsat S.A. (the “Company”) issued a press release on February 6, 2020, announcing the Company’s response to remarks made by U.S. Federal Communications Commission Chairman Ajit Pai regarding C-band proceedings. A copy of the press release is attached as an exhibit to this Report on Form 8-K.

The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
    No.    

   

Description

         
 

99.1

   

Press release dated February 6, 2020.

         
 

104

   

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

INTELSAT S.A.

             

Date: February 7, 2020

 

 

By:

 

/s/ Michelle Bryan

 

 

Name:

 

Michelle Bryan

 

 

Title:

 

Executive Vice President, General Counsel,

 

 

 

Chief Administrative Officer and Secretary

EX-99.1

Exhibit 99.1

 

LOGO

News Release

6 February 2020

Contact:

Dianne VanBeber

Vice President, Investor Relations

dianne.vanbeber@intelsat.com

+1-703-559-7406

Intelsat Responds to Remarks of FCC Chairman Ajit Pai in C-Band Proceeding

Incentive clearing payments to certain satellite operators to total $9.7 billion, exclusive of clearing costs

Draft Order expected on 7 February 2020

Washington, D.C., 6 February 2020

Intelsat (NYSE: I) today responded to remarks delivered by Federal Communications Commission (“FCC”) Chairman Ajit Pai at an industry event hosted by the Information Technology and Innovation Foundation in Washington, D.C. The Chairman’s commentary previewed the key elements of a highly anticipated draft order in the C-band proceeding in which Intelsat has been an active participant since 2017. Once issued, the draft order is expected to detail the FCC’s approach to clearing C-band spectrum to enable rapid and nationwide 5G network deployment in the U.S.

Intelsat CEO Steve Spengler said, “The issuance of the draft order represents a significant milestone in a process that we began in 2017. We look forward to reviewing the draft order, once issued, to place Chairman Pai’s comments in full context. We note with appreciation the hard work of all stakeholders to get to this juncture, and the work to come leading up to the Commission’s vote on February 28, 2020.”

During his remarks, Chairman Pai indicated that satellite operators need to be incentivized to undertake the complex task of clearing their licensed spectrum while protecting the television and radio content distribution ecosystem using C-band today. Specifically. the Chairman indicated a total of $9.7 billion of incentive payments for certain satellite operators to clear the spectrum on an accelerated basis, plus the reimbursement of the costs for clearing.

In November 2019, the FCC announced its intention to pursue a public auction of C-Band spectrum, which was a significant departure from the market-based construct advocated by the satellite industry. Despite that departure, Intelsat has never wavered in its attempts to bring this critical spectrum to market.

Founded in 1962, Intelsat has invested $36 billion to build its C-Band business over the last 40 years. In the course of that time, it has ordered 138 U.S.-manufactured satellites and created tens of thousands of U.S. jobs. Intelsat is the largest provider of communications services to the U.S. military, and is proud to have recently carried the Super Bowl to a TV audience of 100 million people, including over one million members of the U.S. armed forces and their families overseas.

 

LOGO


Beginning in September 2017, Intelsat advocated for an innovative structure to clear significant additional spectrum for 5G mobile services, while continuing to deliver on commitments to customers, such as Discovery, Disney, Fox, ViacomCBS and WarnerMedia, who use Intelsat’s C-band to reach nearly 120 million U.S. households. Since that time, it has become increasingly clear that this initiative has the potential both to significantly improve our national security and to enable the accelerated deployment of 5G to catalyze a further continuation of what has become the longest U.S. economic expansion in history.

Intelsat firmly supports Chairman Pai, the FCC and the Administration in our shared goals of improving U.S. national security, stimulating hundreds of billions of dollars in additional U.S. economic growth and creating millions of new jobs for U.S. workers. Intelsat will review and analyze the draft order to determine its potential impact on Intelsat’s business and stakeholders.

About Intelsat:

As the foundational architects of satellite technology, Intelsat operates the world’s largest and most advanced satellite fleet and connectivity infrastructure. We apply our unparalleled expertise and global scale to connect people, businesses and communities, no matter how difficult the challenge. Intelsat is uniquely positioned to help our customers turn possibilities into reality – transformation happens when businesses, governments and communities use Intelsat’s next-generation global network and managed services to build their connected future. Imagine Here, with us, at Intelsat.com.

Safe Harbor Statement

Some of the information and statements contained in this press release and certain oral statements made from time to time by representatives of Intelsat constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that do not directly or exclusively relate to historical facts. When used in this press release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Forward-looking statements include statements regarding: the contents of the FCC’s draft order and final order in the C-Band Proceeding; and expectations as to the amount of incentive payments for satellite operators to clear spectrum in the C-Band Proceeding; among others.

The forward-looking statements reflect Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of Intelsat’s control. Because actual events could differ materially from Intelsat’s intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. Intelsat does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

# # #