UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Intelsat S.A.
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(Name of Issuer)
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Common Shares, nominal value $0.01 per share
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(Title of Class of Securities)
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L5140P101
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(CUSIP Number)
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David A. Tepper
Appaloosa LP
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 701-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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April 22, 2020
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 2 of 10
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1
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NAME OF REPORTING PERSON
Appaloosa LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,950,000*
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
6,950,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,950,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
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14
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TYPE OF REPORTING PERSON
PN
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* Beneficial ownership percentage is based upon 141,164,372 common shares, nominal value $0.01 per share (the “Common Shares”), of Intelsat S.A. (the
“Issuer”) outstanding as of February 18, 2020, as set forth in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on February 20, 2020. Appaloosa LP (“ALP”) is the investment adviser to Azteca
Partners LLC (“Azteca”) and Palomino Master Ltd. (“Palomino” and, collectively with Azteca, the “Funds”), Appaloosa Capital Inc. (“ACI”) is the general partner of ALP and David A. Tepper is the controlling stockholder and president of ACI and
owns a majority of the limited partnership interests in ALP. As of April 22, 2020, Azteca held 4,569,187 Common Shares and Palomino held 2,380,813 Common Shares. The amount reported as beneficially owned by the Reporting Persons does not include
an indeterminate number of shares that may be issuable upon conversion of convertible notes held by the Reporting Persons because the settlement of the convertible notes may be in cash, stock or a combination, at the option of the company. As a
result of the foregoing, for purposes of Reg. Section 240.13d-3, each of ALP, ACI and Mr. Tepper may be deemed to beneficially own the 6,950,000 Common Shares held in the aggregate by the Funds, for an aggregate beneficial ownership percentage of
approximately 4.9% of the Common Shares deemed to be outstanding as of February 18, 2020.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 3 of 10
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1
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NAME OF REPORTING PERSON
Azteca Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,569,187*
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
4,569,187*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,569,187*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%*
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14
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TYPE OF REPORTING PERSON
CO
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* Beneficial ownership percentage is based upon 141,164,372 Common Shares of the Issuer outstanding as of February 18, 2020, as set forth in the Annual
Report on Form 10-K filed by the Issuer with the SEC on February 20, 2020. The amount reported as beneficially owned by the Reporting Persons does not include an indeterminate number of shares that may be issuable upon conversion of convertible
notes held by the Reporting Persons because the settlement of the convertible notes may be in cash, stock or a combination, at the option of the company. For purposes of Reg. Section 240.13d-3, Azteca may be deemed to beneficially own 4,569,187
Common Shares for an aggregate beneficial ownership percentage of approximately 3.2% of the Common Shares deemed to be outstanding as of April 22, 2020.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 4 of 10
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1
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NAME OF REPORTING PERSON
Palomino Master Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,380,813*
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
2,380,813*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,813*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%*
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14
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TYPE OF REPORTING PERSON
CO
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* Beneficial ownership percentage is based upon 141,164,372 Common Shares of the Issuer outstanding as of February 18, 2020, as set forth in the Annual
Report on Form 10-K filed by the Issuer with the SEC on February 20, 2020. The amount reported as beneficially owned by the Reporting Persons does not include an indeterminate number of shares that may be issuable upon conversion of convertible
notes held by the Reporting Persons because the settlement of the convertible notes may be in cash, stock or a combination, at the option of the company. For purposes of Reg. Section 240.13d-3, Palomino may be deemed to beneficially own 2,380,813
Common Shares for an aggregate beneficial ownership percentage of approximately 1.7% of the Common Shares deemed to be outstanding as of April 22, 2020.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 5 of 10
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1
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NAME OF REPORTING PERSON
Appaloosa Capital Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,950,000*
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
6,950,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,950,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
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14
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TYPE OF REPORTING PERSON
CO
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* Beneficial ownership percentage is based upon 141,164,372 Common Shares of the Issuer outstanding as of February 18, 2020, as set forth in the Annual
Report on Form 10-K filed by the Issuer with the SEC on February 20, 2020. ALP is the investment adviser to the Funds, ACI is the general partner of ALP and Mr. Tepper is the controlling stockholder and president of ACI and owns a majority of the
limited partnership interests in ALP. As of April 22, 2020, Azteca held 4,569,187 Common Shares and Palomino held 2,380,813 Common Shares. The amount reported as beneficially owned by the Reporting Persons does not include an indeterminate number
of shares that may be issuable upon conversion of convertible notes held by the Reporting Persons because the settlement of the convertible notes may be in cash, stock or a combination, at the option of the company. As a result of the foregoing,
for purposes of Reg. Section 240.13d-3, each of ALP, ACI and Mr. Tepper may be deemed to beneficially own the 6,950,000 Common Shares held in the aggregate by the Funds, for an aggregate beneficial ownership percentage of approximately 4.9% of the
Common Shares deemed to be outstanding as of April 22, 2020.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 6 of 10
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1
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NAME OF REPORTING PERSON
David A. Tepper
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,950,000*
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
6,950,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,950,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
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14
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TYPE OF REPORTING PERSON
IN
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* Beneficial ownership percentage is based upon 141,164,372 Common Shares of the Issuer outstanding as of February 18, 2020, as set forth in the Annual
Report on Form 10-K filed by the Issuer with the SEC on February 20, 2020. ALP is the investment adviser to the Funds, ACI is the general partner of ALP and Mr. Tepper is the controlling stockholder and president of ACI and owns a majority of the
limited partnership interests in ALP. As of April 22, 2020, Azteca held 4,569,187 Common Shares and Palomino held 2,380,813 Common Shares. The amount reported as beneficially owned by the Reporting Persons does not include an indeterminate number of
shares that may be issuable upon conversion of convertible notes held by the Reporting Persons because the settlement of the convertible notes may be in cash, stock or a combination, at the option of the company. As a result of the foregoing, for
purposes of Reg. Section 240.13d-3, each of ALP, ACI and Mr. Tepper may be deemed to beneficially own the 6,950,000 Common Shares held in the aggregate by the Funds, for an aggregate beneficial ownership percentage of approximately 4.9% of the Common
Shares deemed to be outstanding as of April 22, 2020.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 7 of 10
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Item 1. Security and Issuer
This Amendment No. 1 (this “Amendment”) to the Schedule 13D filed with the SEC on February 18, 2020 relates to the common shares,
nominal value $0.01 per share (the “Common Shares”), of Intelsat S.A. (the “Issuer”) and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive offices of the Issuer are located at 4 rue Albert Borschette,
Luxembourg, Grand Duchy of Luxembourg L-1246.
This Amendment No. 1 is being filed to report that, as of immediately following the transactions described in Item 5 below, the
Reporting Persons ceased to beneficially own more than 5% of the Common Shares of the Issuer.
Item 2. Identity and Background
No material change.
Item 3. Source and Amount of Funds or Other Consideration
No material change.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
The aggregate percentage of Common Shares reported owned by each Reporting Person named herein is based upon 141,164,372 Common
Shares of the Issuer outstanding as of February 18, 2020, as set forth in the Annual Report on Form 10-K filed by the Issuer with the SEC on February 20, 2020.
As of April 22, 2020, Azteca held 4,569,187 Common Shares for a beneficial ownership percentage of 3.2% of the Common Shares deemed
to be outstanding as of April 22, 2020, and Palomino held 2,380,813 Common Shares for a beneficial ownership percentage of 1.7% of the Common Shares deemed to be outstanding as of April 22, 2020. As a result of the foregoing, each of ACI, ALP and
Mr. Tepper may be deemed to be the beneficial owner of the 6,950,000 Common Shares held in the aggregate by the Funds, for an aggregate beneficial ownership percentage of 4.9% of the Common Shares deemed to be outstanding as of April 22, 2020.
Azteca has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of 4,569,187
Common Shares. Palomino has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of 2,380,813 Common Shares.
Each of ACI, ALP and Mr. Tepper has the shared power to vote or direct the vote, and the shared power to dispose or direct the
disposition of 6,950,000 Common Shares.
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 1 to
this Schedule 13D. All such transactions were carried out in open market transactions.
As of April 22, 2020, immediately following certain transactions described in Exhibit 1, the Reporting Persons ceased to
beneficially own more than 5% of the Common Shares of the Issuer.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 8 of 10
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
No material change.
Item 7. Material to be Filed as Exhibits
The following exhibits are incorporated into this Amendment:
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Exhibit 1
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Schedule of Transactions in Common Shares.
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 9 of 10
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 22, 2020
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APPALOOSA LP
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By:
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APPALOOSA CAPITAL INC.
Its General Partner
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By:
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/s/ David A. Tepper
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Name: David A. Tepper
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Title: President
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AZTECA PARTNERS LLC
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By:
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APPALOOSA LP
Its Investment Advisor
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By:
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APPALOOSA CAPITAL INC.
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Its General Partner
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By:
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/s/ David A. Tepper
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Name: David A. Tepper
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Title: President
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PALOMINO MASTER LTD.
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By:
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APPALOOSA LP
Its Investment Advisor
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By:
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APPALOOSA CAPITAL INC.
Its General Partner
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By:
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/s/ David A. Tepper
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Name: David A. Tepper
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Title: President
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CUSIP No. L5140P101
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SCHEDULE 13D
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Page 10 of 10
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APPALOOSA CAPITAL INC.
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By:
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/s/ David A. Tepper
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Name: David A. Tepper
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Title: President
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/s/ David A. Tepper
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David A. Tepper
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EXHIBIT 1
TRANSACTIONS IN THE SECURITIES OF THE ISSUER— PALOMINO
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Fund
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Date of Transaction
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Number Shares Purchased
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Number of Shares Sold
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Price Per Share
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Palomino
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3/30/2020
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4,919
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$3.3395
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Palomino
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3/25/2020
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45,409
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$1.9572
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Palomino
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3/26/2020
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63,511
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$1.9590
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Palomino
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4/8/2020
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221,399
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$1.6267
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Palomino
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4/9/2020
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8,564
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$1.6902
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Palomino
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4/13/2020
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8,564
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$1.5015
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Palomino
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4/16/2020
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85,641
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$1.1974
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Palomino
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4/17/2020
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54,810
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$1.3082
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Palomino
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4/21/2020
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342,563
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$1.0675
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Palomino
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4/22/2020
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373,394
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$1.0761
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TRANSACTIONS IN THE SECURITIES OF THE ISSUER— AZTECA
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Fund
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Date of Transaction
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Number Shares Purchased
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Number of Shares Sold
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Price Per Share
|
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Azteca
|
2/28/2020
|
9,339
|
$3.3395
|
|
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Azteca
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3/25/2020
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87,149
|
$1.9572
|
|
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Azteca
|
3/26/2020
|
121,889
|
$1.9590
|
|
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Azteca
|
4/8/2020
|
424,901
|
$1.6267
|
|
|
Azteca
|
4/9/2020
|
16,436
|
$1.6902
|
|
|
Azteca
|
4/13/2020
|
16,436
|
$1.5015
|
|
|
Azteca
|
4/16/2020
|
164,359
|
$1.1974
|
|
|
Azteca
|
4/17/2020
|
105,190
|
$1.3082
|
|
|
Azteca
|
4/21/2020
|
657,437
|
$1.0675
|
|
|
Azteca
|
4/22/2020
|
716,606
|
$1.0761
|